MULTIPLE CLASS PLAN PURSUANT TO RULE 18F-3

                                FEBRUARY 7, 2002

This  Multiple  Class Plan ("Plan") is adopted  pursuant to Rule 18f-3  ("Rule")
under the  Investment  Company Act of 1940,  as amended  ("1940  Act"),  for the
registered  investment  companies specified in Appendix A (each, a "Company") on
behalf of their  separate  investment  portfolios  (each,  a  "Fund")  for which
INVESCO  Distributors,  Inc.  ("IDI") serves as general  distributor and INVESCO
Funds Group, Inc. ("IFG") serves as investment  adviser.  This Plan shall govern
the terms and conditions under which each Fund may establish separate classes of
shares.  The terms and provisions of this Plan shall be interpreted  and defined
in a manner  consistent  with the  provisions and  definitions  contained in the
Rule.

1.  DESCRIPTION OF CLASSES OFFERED. Each Fund may offer the following classes of
    its  shares:  Class A,  Class B,  Class C,  Class  K,  Investor  Class,  and
    Institutional  Class;  additional  classes may be added in the future.  Each
    class of shares is  described in greater  detail in the Fund's  Registration
    Statement.  The term  "Registration  Statement"  shall  mean  the  currently
    effective  Registration  Statement of the Fund, and any supplements thereto,
    under the  Securities  Act of 1933,  as  amended,  and the 1940 Act, as such
    Registration  Statement  may be amended or  supplemented  from time to time.
    Except to the extent  provided  in (a) and (b)  below,  each class of a Fund
    shall have in all other  respects  the same rights and  obligations  as each
    other  class.  The  classes  of shares to be  offered  by the Fund and other
    material  distribution  arrangements  with respect to such classes  shall be
    disclosed  in the  prospectus  and/or  statement of  additional  information
    (collectively,  "Prospectus")  used to  offer  that  class of  shares.  Such
    Prospectus  shall be  supplemented  or amended to reflect any  change(s)  in
    classes of shares to be offered or in the material distribution arrangements
    with respect to such classes.

    (a) CLASS  FEATURES.  One or more  classes  of a Fund may  have a  different
        arrangement for shareholder services, including different sales charges,
        sales  charge  waivers,  purchase  and  redemption  features,   exchange
        privileges, loan privileges,  availability of certificated shares and/or
        conversion  features.  One or more classes of a Fund may have a separate
        distribution plan and agreement ("12b-1 Plan"), and shall pay all of the
        expenses incurred pursuant to that arrangement,  and may pay a different
        share of expenses  ("Class  Expenses")  if such  expenses  are  actually
        incurred in a different  amount by that class,  or if the class receives
        services of a different kind or to a different degree than that of other
        classes.

    (b) VOTING RIGHTS. One or more classes of a Fund shall have exclusive voting
        rights on any matters that relate  solely to that class's  arrangements,
        including  without  limitation  voting with  respect to a 12b-1 Plan for
        that class.  One or more  classes of a Fund shall have  separate  voting
        rights on any matter submitted to shareholders in which the interests of
        one class differ from the interests of any other class.



2.  ALLOCATION OF INCOME AND EXPENSES.

    (a) DISTRIBUTION  AND  SHAREHOLDER  SERVICE  FEES.  Each  class  shall  bear
        directly  any and  all  fees:  (i)  paid  to IDI to  compensate  IDI for
        expenses incurred in activities that are primarily intended to result in
        the  distribution and sale of shares as defined in the 12b-1 Plan and/or
        agreements  relating thereto  ("Distribution  Fee"); and/or (ii) paid to
        financial  intermediaries for the ongoing provision of personal services
        to shareholders and/or maintenance of shareholder accounts ("Shareholder
        Service Fee").
<PAGE>
    (b) ALLOCATION OF INCOME, GAINS AND LOSSES. Income,  realized and unrealized
        capital  gains and  losses,  and  expenses  of the Fund other than Class
        Expenses  allocated  to a  particular  class shall be  allocated to each
        class on the basis of the net  assets of that class in  relation  to the
        net assets of the Fund.

    (c) ALLOCATION OF CLASS EXPENSES. Class Expenses are those expenses that may
        be specifically attributable to a particular class of shares, including,
        but not limited to: (i) 12b-1 Plan fees;  (ii) transfer and  shareholder
        servicing  agent fees,  distribution  fees, and  administrative  service
        fees;  (iii)  shareholder  meeting  expenses;  (iv) printing and postage
        expenses  related  to  preparing  and  distributing  materials  such  as
        shareholder reports,  Prospectuses, and proxies to current shareholders;
        (v) blue sky and SEC  registration  fees;  (vi)  litigation  expenses or
        other  legal  expenses;   and  (vii)  any  other  incremental   expenses
        subsequently  identified  that should be allocated  to one class.  While
        such expenses may involve issues  relating either to a specific class or
        to the entire Fund,  they  constitute  Class Expenses only when they are
        attributable to a specific class. Class Expenses are charged directly to
        the net assets of that class and, thus, are borne on a pro rata basis by
        the  outstanding  shares of that class.  Because  Class  Expenses may be
        accrued  at  different  rates  for  each  class of the  Fund,  dividends
        distributable  to shareholders and net asset values per share may differ
        for shares of different classes of the Fund.

    (d) ALLOCATION  OF FUND  EXPENSES.  If an  expense  is not a  Class  Expense
        specifically  attributable  to a particular  class of shares,  then each
        class shall bear  proportionately  all other expenses incurred by a Fund
        based on the relative net assets attributable to each such class.

    (e) EXPENSE  WAIVERS  AND   REIMBURSEMENTS.   From  time  to  time  IFG  may
        voluntarily  undertake  to (i) waive any portion of the  management  fee
        charged to the Fund,  and/or (ii)  reimburse any portion of the expenses
        of the Fund or of one or more of its classes,  but is not required to do
        so or to continue to do so for any period of time.

3.  DISTRIBUTION  AND  SERVICING  ARRANGEMENTS.   The  provisions  of  a  Fund's
    Prospectus describing the distribution and servicing arrangements in detail,
    including the Distribution Fee and Shareholder Service Fee applicable to any
    class, are incorporated herein by reference.  All other terms and conditions
    with  respect to  Shareholder  Service Fees and  Distribution  Fees shall be
    governed  by the Plan of  Distribution  adopted by the Fund with  respect to
    such fees and Rule 12b-1 under the 1940 Act. The  distribution and servicing
    arrangements  identified below will apply for the following  classes offered
    by a Fund:

    (a) CLASS A.  Class A shares  shall be  offered  at net asset  value  plus a
        front-end  sales charge as approved from time to time by the  Companies'
        Board of Directors ("Directors") and set forth in the Fund's Prospectus,
        which may be reduced or eliminated for certain money market fund shares,
        for larger purchases, under a combined purchase privilege, under a right
        of accumulation,  under a letter of intent or for certain  categories of
        purchasers  as  permitted by Rule 22(d) of the 1940 Act and as set forth
        in the  Fund's  Prospectus.  Class A shares  that are not  subject  to a
        front-end  sales charge as a result of the foregoing shall be subject to
        a CDSC as set forth in Section  4(a) of this Plan if so  provided in the
        Fund's  Prospectus.  The offering price of shares subject to a front-end
        sales charge shall be computed in accordance with Rule 22c-1 and Section
        22(d) of the 1940 Act and the rules and regulations thereunder.  Class A
        shares  shall  be  subject  to  an  ongoing   Distribution   Fee  and/or
        Shareholder  Service Fee approved from time to time by the Directors and
        set forth in the Fund's Prospectus.

    (b) CLASS B. Class B shares  shall be (i) offered at net asset  value,  (ii)
        subject  to a CDSC as set forth in  Section  4(b),  (iii)  subject to an
        ongoing  Distribution Fee and/or  Shareholder  Service Fee approved from
        time to time by the  Directors  and set forth in the Fund's  Prospectus,
        and (iv) to the extent provided for in the Fund's Prospectus,  converted
        to Class A shares as set forth in the Fund's Prospectus.
<PAGE>
    (c) CLASS C. Class C shares  shall be (i) offered at net asset  value,  (ii)
        subject to a CDSC for the CDSC  Period set forth in  Section  4(c),  and
        (iii) subject to an ongoing  Distribution Fee and/or Shareholder Service
        Fee  approved  from time to time by the  Directors  and set forth in the
        Fund's Prospectus.

    (d) CLASS K. Class K Shares  shall be (i) offered at net asset  value,  (ii)
        offered only to certain categories of investors as approved from time to
        time by the  Directors  and as set forth in the Fund's  Prospectus,  and
        (iii) subject to an ongoing  Distribution Fee and/or Shareholder Service
        Fee  approved  from time to time by the  Directors  and set forth in the
        Fund's Prospectus.

    (e) INVESTOR CLASS.  Investor Class shares shall be (i) offered at net asset
        value,   and  (ii)  subject  to  an  ongoing   Distribution  Fee  and/or
        Shareholder  Service Fee approved from time to time by the Directors and
        set forth in the Fund's Prospectus.

    (f) INSTITUTIONAL CLASS.  Institutional Class Shares shall be (i) offered at
        net  asset  value,  and  (ii)  offered  only to  certain  categories  of
        investors  as  approved  from time to time by the  Directors  and as set
        forth in the Fund's Prospectus.

4.  CONTINGENT  DEFERRED SALES CHARGE.  Where applicable,  a contingent deferred
    sales charge  ("CDSC")  shall be assessed on an amount of the total original
    cost of the  shares at the time of  purchase.  No CDSC  shall be  imposed on
    increases in the net asset value of shares being  redeemed above the initial
    purchase   price.   No  CDSC  shall  be  assessed  on  shares  derived  from
    reinvestment of dividends or capital gains distributions. The order in which
    shares are to be redeemed  when not all of such shares would be subject to a
    CDSC shall be determined by IDI in  accordance  with the  provisions of Rule
    6c-10 under the 1940 Act. IDI may in its  discretion  waive a CDSC otherwise
    due upon the  redemption  of shares and  disclosed in the Fund's  Prospectus
    and, for the Class A shares, as allowed under Rule 6c-10 under the 1940 Act.
    A CDSC shall be imposed upon redemptions of Class A shares that do not incur
    a  front-end  sales  charge  and of Class B  shares  and  Class C shares  as
    follows:

    (a) CLASS A. The period of time following acquisition of shares during which
        such shares may be assessed a CDSC upon  redemption  ("CDSC Period") for
        Class A shares shall be eighteen months,  for purchases of $1,000,000 or
        more. The CDSC rate shall be as set forth in the Fund's Prospectus,  the
        relevant portions of which are incorporated herein by this reference. No
        CDSC shall be imposed on Class A shares  unless so  provided in a Fund's
        Prospectus.

    (b) CLASS B. The CDSC Period for the Class B shares shall be six years.  The
        CDSC  rate for the Class B shares  shall be as set  forth in the  Fund's
        Prospectus,  the relevant  portions of which are incorporated  herein by
        this reference.

    (c) CLASS C. The  CDSC  Period  for the  Class C  shares  shall be  thirteen
        months.  The CDSC rate for the  Class C shares  shall be as set forth in
        the Fund's  Prospectus,  the relevant portions of which are incorporated
        herein by reference.

5.  EXCHANGE  PRIVILEGES.  Depending  upon the Fund from which and into which an
    exchange  is being made and when the shares  were  purchased,  shares  being
    acquired in an exchange may be acquired at their  offering  price,  at their
    net asset value or by paying the difference in sales  charges,  as disclosed
    in the  Fund's  Prospectus.  The CDSC  payable  upon  redemption  of Class A
    shares,  Class B  shares,  and  Class C shares  subject  to a CDSC  shall be
    computed in the manner  described  in the Fund's  Prospectus.  Exchanges  of
    shares shall be permitted as follows:

    (a) CLASS A.  Class A shares  may be  exchanged  for  Class A shares of such
        other mutual funds as are disclosed in the Fund's Prospectus, subject to
        such terms and limitations as disclosed in the Fund's Prospectus.
<PAGE>
    (b) CLASS B.  Class B shares  may be  exchanged  for  Class B shares of such
        other mutual funds as are disclosed in the Fund's Prospectus, subject to
        such terms and limitations as disclosed in the Fund's Prospectus.

    (c) CLASS C.  Class C shares  may be  exchanged  for  Class C shares of such
        other mutual funds as are disclosed in the Fund's Prospectus, subject to
        such terms and  limitations as disclosed in the Fund's  Prospectus.

    (d) CLASS K.  Class K shares  may be  exchanged  for  Class K shares of such
        other mutual funds as are disclosed in the Fund's Prospectus, subject to
        such terms and limitations as disclosed in the Fund's Prospectus.

    (e) INVESTOR  CLASS.  Investor  Class shares may be  exchanged  for Investor
        Class shares of such other  mutual funds as are  disclosed in the Fund's
        Prospectus,  subject to such terms and  limitations  as disclosed in the
        Fund's Prospectus.

    (f) INSTITUTIONAL  CLASS.  Institutional  Class shares may be exchanged  for
        Institutional  Class shares of such other mutual funds as are  disclosed
        in the  Fund's  Prospectus,  subject to such  terms and  limitations  as
        disclosed in the Fund's Prospectus.

6.  CONVERSION  OF CLASS B  SHARES.  The  process  by which  Class B shares  are
    converted  to Class A shares shall be governed by the terms set forth in the
    Fund's Prospectus. Each time any shares purchased in a shareholder's account
    (not including  shares  purchased  through the reinvestment of dividends and
    distributions)  convert  to Class A  shares,  a pro rata  portion  of shares
    purchased through the reinvestment of dividends and distributions shall also
    convert to Class A shares. All conversions shall be effected on the basis of
    the relative net asset values of the two Classes  without the  imposition of
    any sales load or other charge.

7.  CLASS  DESIGNATION.  Subject to approval by the Board,  a Fund may alter the
    nomenclature for the designations of one or more of its classes of shares.

8.  INDEPENDENT  AUDIT.  The  methodology and Procedures for calculating the net
    asset value,  dividends and distributions of each class shall be reviewed by
    an independent auditing firm ("Expert").  At least annually,  the Expert, or
    an  appropriate  substitute  expert,  will  render a report  to the Funds on
    policies  and  procedures   placed  in  operation  and  tests  of  operating
    effectiveness  as  defined  and  described  in  the  Statement  of  Auditing
    Standards No. 70 of the American Institute of Certified Public Accountants.

9.  OFFERS AND SALES OF SHARES.  IFG will  maintain  compliance  standards as to
    when each class of shares may appropriately be sold to particular investors,
    and will require all persons  selling shares of the Fund to agree to conform
    to such standards.

10. RULE 12B-1  PAYMENTS.  The  Treasurer  of the Company  shall  provide to the
    Directors,  and the Directors shall review, at least quarterly,  the written
    report  required by the  Company's  12b-1  Plan.  The report  shall  include
    information on (i) the amounts expended pursuant to the 12b-1 Plan, (ii) the
    purposes  for which such  expenditures  were  made,  and (iii) the amount of
    IDI's unpaid distribution costs (if recovery of such costs in future periods
    is permitted by that 12b-1 Plan),  taking into account  12b-1 Plan  payments
    paid to IDI.

11. CONFLICTS.  On an ongoing basis, the Directors,  pursuant to their fiduciary
    responsibilities under the 1940 Act and otherwise, will monitor the Fund for
    the existence of any material  conflicts among the interests of the classes.
    IFG will be responsible for reporting any potential or existing conflicts to
    the Directors. In the event a conflict arises, the Directors shall take such
    action as they deem appropriate.

12. EFFECTIVENESS. This Plan shall take effect as of the date of adoption below,
    and has been  approved  by a  majority  vote of the  Directors  of the Fund,
    including a majority of the Directors who are not  "interested  persons" (as
    defined  in the 1940  Act),  and who have no  direct or  indirect  financial
    interest in the operation of the Plan or any agreement  relating to the Plan
    ("Independent Directors").  Prior to that vote, the Directors were furnished
<PAGE>
    the  methodology  used for net asset  value and  dividend  and  distribution
    determinations for the Fund, and a majority of the Directors and Independent
    Directors determined that the Plan as proposed,  including the allocation of
    expenses, is in the best interests of the Fund and to each class of the Fund
    individually.

13. AMENDMENT. Prior to any material amendment to this Plan, the Directors shall
    request and evaluate,  and IFG shall  furnish,  such  information  as may be
    reasonably  necessary  to  evaluate  such  amendment,  and a majority of the
    Directors and Independent  Directors shall find that the Plan as proposed to
    be amended,  including the expense  allocation,  is in the best interests of
    the Fund and to each class of the Fund  individually.  No material amendment
    to  this  Plan  shall  be  made  by  any  Prospectus  or  supplement  to the
    Prospectus,  unless such  amendment has first been approved by a majority of
    the Directors and Independent Directors.


 Adopted by the Board of each Company on February 7, 2002.



                                /s/ Glen A. Payne
                                ------------------------
                                Glen A. Payne, Secretary
<PAGE>
                                   APPENDIX A
                                       TO
                   MULTIPLE CLASS PLAN PURSUANT TO RULE 18F-3
<TABLE>
<CAPTION>

REGISTERED INVESTMENT COMPANY             FUNDS                                 EFFECTIVE DATE
------------------------------------------------------------------------------------------------
<S>                                       <C>                                   <C>
INVESCO COUNSELOR SERIES FUNDS, INC.
                                          Advantage Fund                        February 7, 2002
                                          Advantage Global Health
                                             Sciences Fund                      February 7, 2002

INVESCO BOND FUNDS, INC.
                                          High Yield Fund                       February 7, 2002
                                          Select Income Fund                    February 7, 2002
                                          Tax-Free Bond Fund                    February 7, 2002
                                          U.S. Government Securities Fund       February 7, 2002

INVESCO COMBINATION STOCK & BOND FUNDS, INC.
                                          Balanced Fund                         February 7, 2002
                                          Core Equity Fund(1)                   February 7, 2002
                                          Total Return Fund                     February 7, 2002

INVESCO GLOBAL & INTERNATIONAL FUNDS, INC.(4)
                                          European Fund                         February 7, 2002
                                          International Blue Chip Value Fund    February 7, 2002
                                          Global Growth Fund(5)                 February 7, 2002

INVESCO MANAGER SERIES FUNDS, INC.(3)                                           August 30, 2002
                                          Multi-Sector Fund

INVESCO MONEY MARKET FUNDS, INC.
                                          Cash Reserves Fund                    February 7, 2002
                                          Tax-Free Money Fund                   February 7, 2002
                                          U.S. Government Money Fund            February 7, 2002

INVESCO SECTOR FUNDS, INC.
                                          Energy Fund                           February 7, 2002
                                          Financial Services Fund               February 7, 2002
                                          Gold & Precious Metals Fund(2)        February 7, 2002
                                          Health Sciences Fund                  February 7, 2002
                                          Leisure Fund                          February 7, 2002
                                          Real Estate Opportunity Fund          February 7, 2002
                                          Technology Fund                       February 7, 2002
                                          Telecommunications Fund               February 7, 2002
                                          Utilities Fund                        February 7, 2002

INVESCO STOCK FUNDS, INC.
                                          Basic Value Fund(2)                   July 31, 2002
                                          Dynamics Fund                         February 7, 2002
                                          Endeavor Fund                         February 7, 2002
                                          Growth Fund                           February 7, 2002
                                          Growth & Income Fund                  February 7, 2002
                                          Mid-Cap Growth Fund                   February 7, 2002
                                          Small Company Growth Fund(6)          February 7, 2002
                                          S&P 500 Index Fund                    February 7, 2002
                                          Value Equity Fund                     February 7, 2002

</TABLE>
(1)  On March 29,  2002 the name of the Equity  Income  Fund was changed to Core
     Equity Fund.
(2)  Amended on July 31, 2002. Also, on July 31, 2002 the name of the Gold Fund
     was changed to Gold & Precious Metals Fund.
(3)  Amended on August 30, 2002.
(4)  On October 21, 2002, the name of INVESCO International Funds, Inc. was
     changed to INVESCO Global & International Funds, Inc.
(5)  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.
(6)  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.