MASTER DISTRIBUTION PLAN AND AGREEMENT
                                (CLASS B SHARES)
                            (Securitization Feature)



     THIS  MASTER  DISTRIBUTION  PLAN AND  AGREEMENT  made as of the 23rd day of
August,  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  series of shares of the  common  stock of the
Funds set forth on  Schedule A to this  Agreement  as amended  from time to time
(the  "Funds") (the shares of each of the Funds  hereinafter  referred to as the
"Class B  Shares")  and  INVESCO  DISTRIBUTORS,  INC.,  a  Delaware  corporation
("IDI").

     WHEREAS, the Company engages in business as one or more open-end management
investment companies, and is registered as such under the Investment Company Act
of 1940, as amended (the "Act"); and

     WHEREAS,  the Company  desires to finance the  distribution  of the Class B
Shares of common  stock of each  Fund,  together  with the Class B Shares of any
additional Fund that may hereafter be offered to the public,  in accordance with
this Master  Distribution  Plan and Agreement of  Distribution  pursuant to Rule
12b-1 under the Act (the "Plan and Agreement"); and

     WHEREAS,  IDI desires to be retained to perform services in accordance with
this Plan and Agreement and on the terms and conditions contained herein; and

     WHEREAS,  this Plan and  Agreement has been approved by a vote of the board
of directors of the Company,  including a majority of the  directors who are not
interested persons of the Company, as defined in the Act, and who have no direct
or indirect  financial interest in the operation of this Plan and Agreement (the
"Independent Directors"),  cast in person at a meeting called for the purpose of
voting on this Plan and Agreement;

     NOW, THEREFORE, the Company hereby adopts the Plan set forth herein and the
Company  and IDI  hereby  enter  into  this  Agreement  pursuant  to the Plan in
accordance  with the  requirements  of Rule 12b-1 under the Act, and provide and
agree as follows:

     FIRST:  The Plan is defined as those  provisions  of this document by which
the Company  adopts a Plan  pursuant to Rule 12b-1 under the Act and  authorizes
payments as described  herein.  The Agreement is defined as those  provisions of
this document by which the Company retains IDI to provide distribution  services
beyond those required by the Underwriting  Agreement between the parties, as are
described herein. The Company may retain the Plan notwithstanding termination of
the  Agreement.  Termination  of  the  Plan  will  automatically  terminate  the
Agreement.  Each Fund is hereby  authorized to utilize the assets of the Company
belonging  to  such  Fund to  finance  certain  activities  in  connection  with
distribution of such Fund's Class B Shares.
<PAGE>
     SECOND:  The Company on behalf of the Class B Shares hereby appoints IDI as
its  exclusive  agent for the sale of the Class B Shares to the public  directly
and through investment  dealers and financial  institutions in the United States
and  throughout  the  world  in  accordance   with  the  terms  of  the  current
prospectuses  applicable to the Funds. If subsequent to the termination of IDI's
services to the  Company  pursuant to this  Agreement,  the Company  retains the
services of another Distributor (as defined below), the Company shall enter into
a separate  distribution  agreement  with such  Distributor  which shall contain
provisions comparable to paragraphs THIRD, SIXTH and EIGHTH hereof and Exhibit A
hereto, and without limiting the generality of the foregoing,  will require such
Distributor  to maintain  and make  available  to IDI records  regarding  sales,
redemptions and reinvestments of Class B shares necessary to implement the terms
of paragraphs THIRD, SIXTH and EIGHTH hereof.

     THIRD:

     (A)  The Class B shares of each  Fund may incur  expenses  per annum of the
          average  daily net assets of the Company  attributable  to the Class B
          Shares of such Fund at the rates set forth in  Schedule  B subject  to
          any  limitations  imposed  from time to time after the date  hereof by
          applicable  rules of the National  Association  of Securities  Dealers
          Regulation,  Inc.  ("NASDR").  The  Company  may pay  any  institution
          selected to act as the Company's agent for distribution of the Class B
          Shares  of any  Fund  form  time to time  together  with  IDI  (each a
          "Distributor") at the rates set forth on Schedule B. All such payments
          are the legal obligations of the Company and not of the Distributor or
          its  designee.  The asset  based  sales  charges  payable  pursuant to
          Schedule B (the "Distribution  Fees") with regard to Class B Shares of
          each Fund shall be paid by the Company to the  Distributor or, if more
          than one institution is acting or has acted as Distributor with regard
          to such Class B Shares,  the  Distribution  Fees shall be paid to each
          such Distributor in proportion to the number of Class B Shares sold by
          or attributable to such Distributor's distribution efforts with regard
          to such  Class B Shares in  accordance  with the  Allocation  Schedule
          attached   hereto   as   Exhibit   A   (the   "Allocation   Schedule")
          notwithstanding  that such Distributor's  distribution  agreement with
          the Company or the Agreement may have been terminated  ("Distributor's
          12b-1  Share").  Distributor  will be  deemed  to have  performed  all
          services  required to be  performed in order to be entitled to receive
          its Distributor's 12b-1 Share of the Distribution Fees with respect to
          Class B Shares upon the  settlement of each sale of Class B Shares (or
          share of another fund from which the Class B Share derives) taken into
          account in determining such Distributor's 12b-1 Share (including other
          shares  that  derive  from such Class B Shares).  Distributor's  12b-1
          Share of the Distribution  Fees shall be a percentage,  which shall be
          recomputed periodically (but not less than monthly) in accordance with
          the  Allocation  Schedule.   The  Distributor's  12b-1  Share  of  the
          Distribution  Fees shall accrue daily and be paid to such  Distributor
          as soon as  practicable  after the end of each  calendar  month within
          which it accrues but in any event  within 10  business  days after the
          end of each such calendar month  provided,  however,  that any notices
          and  calculation  required by  paragraph  EIGHTH (B) and (C) have been
          received by the Company
<PAGE>
     (B)  IDI shall maintain  adequate books and records to permit  calculations
          periodically  (but not less than monthly) of, and shall calculate on a
          monthly basis, the Distributor's  12b-1 Share of the Distribution Fees
          to be paid to IDI.  The  Company  shall be  entitled  to rely on IDI's
          books, records and calculations relating to Distributor's 12b-1 Share.

     FOURTH:  The Company shall not sell any Class B Shares  except  through the
Distributor  and under the terms and conditions set forth in the FIFTH paragraph
below. Notwithstanding the provisions of the foregoing sentence, however:

     (A) the Company may issue Class B Shares to any other investment company or
personal holding company, or to the shareholders thereof, in exchange for all or
a majority of the shares or assets of any such company; and

     (B) the  Company  may issue  Class B Shares  at their  net  asset  value in
connection  with certain  classes of  transactions  or to certain  categories of
persons,  in  accordance  with Rule 22d-1 under the Act,  provided that any such
category is specified in the then current  prospectus of the applicable  Class B
Shares.

     FIFTH:  IDI hereby accepts  appointment as exclusive  agent for the sale of
the Class B Shares  and  agrees  that it will use its best  efforts to sell such
shares; provided, however, that:

     (A) IDI may,  and when  requested  by the  Company on behalf of the Class B
Shares shall,  suspend its efforts to effectuate such sales at any time when, in
the opinion of IDI or of the Company,  no sales should be made because of market
or other economic considerations or abnormal circumstances of any kind; and

     (B) the Company may withdraw the offering of the Class B Shares at any time
without the consent of IDI. It is mutually  understood  and agreed that IDI does
not  undertake  to sell any specific  amount of the Class B Shares.  The Company
shall have the right to specify  minimum  amounts  for  initial  and  subsequent
orders for the purchase of Class B Shares.

     (C) IDI shall provide to the Company's  Board of Directors and the Board of
Directors  shall review,  at least  quarterly,  a written  report of the amounts
expended  pursuant to the Plan and  Agreement  and the  purposes  for which such
expenditures were made.

     SIXTH:

     (A) The public  offering price of the Class B shares shall be the net asset
value per share of the  applicable  Class B  shares.  Net asset  value per share
shall be  determined  in  accordance  with the  provisions  of the then  current
prospectus and statement of additional  information of the applicable  Fund. The
Distributor may establish a schedule of contingent  deferred sales charges to be
imposed at the time of redemption of the Class B Shares, and such schedule shall
be disclosed in the current prospectus or statement of additional information of
each Fund.  Such  schedule  of  contingent  deferred  sales  charges may reflect
scheduled  variations  in or waivers of such charges on  redemptions  of Class B
shares, either generally to the public or to any specified class of shareholders
and/or in connection  with any specified  class of  transactions,  in accordance
with  applicable  rules and  regulations  and  exemptive  relief  granted by the
Securities  and  Exchange  Commission,  and as set forth in the  Funds'  current
prospectus(es)  or statement(s) of additional  information.  The Distributor and
the Company shall apply any then applicable  scheduled variation in or waiver of
contingent  deferred  sales  charges  uniformly to all  shareholders  and/or all
transactions belonging to a specified class.

(B) The Distributor may pay to investment dealers and other financial
institutions through whom Class B Shares are sold, such sales commission as the
Distributor may specify from time to time. Payment of such sales commissions
shall be the sole obligation of the Distributor.
<PAGE>
      (C) Amounts set forth in Schedule B may be used to finance any activity
which is primarily intended to result in the sale of the Class B Shares,
including, but not limited to, expenses of organizing and conducting sales
seminars, running advertising programs, payment of finders fees, printing of
prospectuses and statements of additional information (and supplements thereto)
and reports for other than existing shareholders, preparation and distribution
of advertising material and sales literature, payment of overhead, supplemental
payments to dealers and other institutions as asset-based sales charges and
providing such other services and activities as may from time to time be agreed
upon by the Company. Such reports, prospectuses and statements of additional
information (and supplements thereto), sales literature, advertising and other
services and activities may be prepared and/or conducted either by Distributor's
own staff, the staff of affiliated companies of the Distributor, or third
parties.

     (D) Amounts set forth in Schedule B may also be used to finance payments of
service  fees under a  shareholder  service  arrangement  to be  established  by
Distributor in accordance with Section E below,  and the costs of  administering
the Plan and  Agreement.  To the extent that amounts paid hereunder are not used
specifically to compensate Distributor for any such expense, such amounts may be
treated as compensation  for  Distributor's  shareholder-related  services.  All
amounts expended pursuant to the Plan and Agreement shall be paid to Distributor
and are the legal obligation of the Company and not of Distributor. No provision
of this Plan and Agreement  shall be interpreted to prohibit any payments by the
Company  during  periods when the Company has  suspended  or  otherwise  limited
sales.

     (E) Amounts  expended  by the Company  under the Plan shall be used in part
for the implementation by Distributor of shareholder service  arrangements.  The
maximum  service  fee  paid  to  any  service   provider  shall  be  twenty-five
one-hundredths  of one percent (0.25%) per annum of the average daily net assets
of the Company attributable to the Class B Shares owned by the customers of such
service provider, or such lower rate as is specified on Schedule B.


     (1)  Pursuant  to this  program,  Distributor  may  enter  into  agreements
     ("Service  Agreements")  with  such  broker-dealers  ("Dealers")  as may be
     selected  from  time  to time  by  Distributor,  including  IDI  acting  as
     principal,  for the provision of distribution-related  personal shareholder
     services  in  connection  with the sale of Class B Shares  to the  Dealers'
     clients and customers  ("Customers") to Customers who may from time to time
     directly or  beneficially  own Shares.  The  distribution-related  personal
     continuing shareholder services to be rendered by Dealers under the Service
     Agreements  may include,  but shall not be limited to, the  following : (i)
     distributing  sales literature;  (ii) answering routine Customer  inquiries
     concerning the Company and the Class B Shares; (iii) assisting Customers in
     changing  dividend  options,  account  designations  and addresses,  and in
     enrolling into any of several  retirement  plans offered in connection with
     the purchase of Class B Shares;  (iv)  assisting in the  establishment  and
     maintenance  of customer  accounts and records,  and in the  processing  of
     purchase and redemption  transactions;  (v) investing dividends and capital
     gains  distributions  automatically  in Class B Shares;  and (vi) providing
     such other  information  and  services as the Company or the  Customer  may
     reasonably request.

     (2) Distributor may also enter into agreements  ("Third Party  Agreements")
     with selected banks, financial planners,  retirement plan service providers
     and other  appropriate third parties acting in an agency capacity for their
     customers  ("Third  Parties").  Third Parties  acting in such capacity will
     provide some or all of the  shareholder  services to their customers as set
     forth in the Third Party Agreements from time to time.
<PAGE>
     (3) Distributor  may also enter into variable group annuity  contractholder
     service agreements ("Variable Contract Agreements") with selected insurance
     companies  ("Insurance  Companies")  offering variable annuity contracts to
     employers as funding  vehicles for retirement plans qualified under Section
     401(a) of the Internal Revenue Code, where amounts  contributed  under such
     plans are invested  pursuant to such variable annuity  contracts in Class B
     Shares of the Company.  The Insurance  Companies  receiving  payments under
     such Variable  Contract  Agreements  will provide  specialized  services to
     contractholders  and  plan  participants,  as set  forth  in  the  Variable
     Contract Agreements from time to time.

     (4) Distributor may also enter into shareholder  service  agreements ("Bank
     Trust   Department   Agreements  and  Brokers  for  Bank  Trust  Department
     Agreements")  with  selected  bank trust  departments  and brokers for bank
     trust  departments.  Such bank trust departments and brokers for bank trust
     departments  will provide some or all of the shareholder  services to their
     customers as set forth in the Bank Trust Department  Agreements and Brokers
     for Bank Trust Department Agreements.

     (F) No provision of this Plan and Agreement shall be deemed to prohibit any
payments  by a  Fund  to the  Distributor  or by a Fund  or the  Distributor  to
investment  dealers,  financial  institutions and 401(k) plan service  providers
where such payments are made under the Plan and Agreement.

     (G) The Company shall redeem Class B Shares from shareholders in accordance
with the  terms  set  forth  from  time to time in the  current  prospectus  and
statement  of  additional  information  of each Fund.  The price to be paid to a
shareholder  to redeem  Class B Shares  shall be equal to the net asset value of
the  Class B Shares  being  redeemed  ("gross  redemption  proceeds"),  less any
applicable  contingent  deferred sales charge,  calculated  pursuant to the then
applicable  schedule of  contingent  deferred  sales  charges  ("net  redemption
proceeds").  The  Distributor  shall be  entitled  to receive  the amount of any
applicable  contingent deferred sales charge that has been subtracted from gross
redemption  proceeds  (the  "CDSC"),  provided  that the  Class B  Shares  being
redeemed  were ( i) issued by a Fund during the term of this Plan and  Agreement
and any predecessor Plan and Agreement  between the Company and the Distributor,
or (ii) issued by a Fund during or after the term of this Plan and  Agreement or
any  predecessor  Plan and Agreement  between the Company and the Distributor in
one or a  series  of free  exchanges  of Class B Shares  for  class B shares  of
another fund, which can be traced to Class B Shares or class B shares of another
fund initially  issued by a Fund or such other fund during the term of this Plan
and Agreement,  any  predecessor  Plan and Agreemen (the  "Distributor's  Earned
CDSC").  The Company shall pay or cause the Company's  transfer agent to pay the
Distributor's Earned CDSC to the Distributor on the date net redemption proceeds
are payable to the redeeming shareholder.

     (H) The Distributor  shall maintain  adequate books and records to identify
Class B Shares ( i) issued by a Fund during the term of this Plan and  Agreement
and any predecessor  Plan and Agreement  between the Company and the Distributor
or (ii) issued by a Fund during or after the term of this Plan and  Agreement or
any  predecessor  Plan and Agreement  between the Company and the Distributor in
one or a  series  of free  exchanges  of Class B Shares  for  class B shares  of
another fund, which can be traced to Class B Shares or class b shares of another
fund initially  issued by a Fund or such other fund during the term of this Plan
and Agreement,  andy  predecessor  Plan and Agreement or any other  distribution
agreement  with the  Distributor  with  respect  to such  other  fund and  shall
calculate  the  Distributor's  Earned CDSC, if any, with respect to such Class B
Shares,  upon  their  redemption.  The  Company  shall  be  entitled  to rely on
Distributor's  books,  records and  calculations  with respect to  Distributor's
Earned CDSC.

     SEVENTH:  The  Distributor  shall act as agent of the  Company on behalf of
each Fund in connection  with the sale and redemption of Class B Shares.  Except
with  respect  to such  sales  and  repurchases,  the  Distributor  shall act as
principal in all matters relating to the promotion or the sale of Class B Shares
and shall enter into all of its own  engagements,  agreements  and  contracts as
principal on its own account.  The Distributor  shall enter into agreements with
<PAGE>
investment  dealers and  financial  institutions  selected  by the  Distributor,
authorizing such investment dealers and financial institutions to offer and sell
Class B Shares to the public upon the terms and  conditions  set forth  therein,
which shall not be  inconsistent  with the  provisions of this  Agreement.  Each
agreement  shall provide that the  investment  dealer and financial  institution
shall act as a principal,  and not as an agent,  of the Company on behalf of the
Funds.   The  Distributor  or  such  other   investment   dealers  or  financial
institutions  will be deemed  to have  performed  all  services  required  to be
performed  in order to be  entitled  to receive  the asset  based  sales  charge
portion of any amounts payable with respect to Class B Shares to the Distributor
pursuant to the Plan and Agreement adopted by the Company on behalf of each Fund
upon the  settlement of each sale of a Class B Share (or a share of another fund
from which the Class B Share derives).

     EIGHTH:

     (A) The  Distributor  may,  from time to time,  assign,  transfer or pledge
("Transfer") to one or more designees (each an "Assignee"), its rights to all or
a designated  portion of ( i) the Distributor's  12b-1 Share of the Distribution
Fees (but not the Distributor's  duties and obligations  pursuant  hereto),  and
(ii) the  Distributor's  Earned CDSC,  free and clear of any offsets,  claims or
defenses  the  Company  may  have  against  the  Distributor  including  without
limitation,  any of the foregoing based upon the insolvency or bankruptcy of the
Distributor.  Each  such  Assignee's  ownership  interest  in  a  Transfer  of a
designated  portion of a Distributor's  12b-1 Share of the Distribution Fees and
Distributor's  Earned CDSC is hereinafter  referred to as an  "Assignee's  12b-1
Portion" and an "Assignee's CDSC Portion," respectively.  A Transfer pursuant to
this Section EIGHTH: (A) shall not reduce or extinguish any claim of the Company
against the Distributor.

     (B) The  Distributor  shall promptly  notify the Company in writing of each
Transfer pursuant to Section EIGHTH:  (A) by providing the Company with the name
and address of each such Assignee.

     (C) The  Distributor  may direct the Company to pay directly to an Assignee
such Assignee's  12b-1 Portion and Assignee's CDSC Portion.  In such event,  the
Distributor  shall  provide the Company  with a monthly  calculation  of (i) the
Distributor's   Earned  CDSC  and  Distributor's  12b-1  Share,  and  (ii)  each
Assignee's  12b-1 Portion and  Assignee's  CDSC portion,  if any, for such month
(the "Monthly  Calculation").  The Monthly  Calculation shall be provided to the
Company by the Distributor  promptly after the close of each month or such other
time as agreed to by the Company and the Distributor which allows timely payment
of the  Distributor's  12b-1 Share of the  Distribution  Fees and  Distributor's
Earned CDSC and/or the Assignee's 12b-1 Portion and Assignee's CDSC Portion. The
Company  shall not be liable for any  interest on such  payments  occasioned  by
delayed delivery of the Monthly  Calculation by the  Distributor.  In such event
following receipt from the Distributor of ( i) notice of Transfer referred to in
Section(B)  and (ii)  each  Monthly  Calculation,  the  Company  shall  make all
payments   directly  to  the  Assignee  or  Assignees  in  accordance  with  the
information provided in such notice and Monthly  Calculation,  on the same terms
and conditions as if such payments were to be paid directly to the  Distributor.
The  Company  shall be  entitled  to rely on  Distributor's  notices and Monthly
Calculations  in respect of amounts to be paid pursuant to this Section  EIGHTH:
(C).

     (D)  Alternatively,  in connection  with a Transfer,  the  Distributor  may
direct  the  Company  to  pay  all  of  its  Distributor's  12b-1  Share  of the
Distribution  Fees  and  Distributor's  Earned  CDSC  from  time  to  time  to a
depository or collection agent  designated by any Assignee,  which depository or
collection agent may be delegated the duty of dividing such Distributor's  12b-1
Share and  Distributor's  Earned CDSC between the  Assignee's  12b-1 Portion and
Assignee's CDSC Portion and the balance of the  Distributor's  12b-1 Share (such
balance,  when  distributed  to the  Distributor by the depository or collection
<PAGE>
agent, the "Distributor's  12b-1 Portion") and of the Distributor's  Earned CDSC
(such  balance,  when  distributed  to  the  Distributor  by the  depository  or
collection agent, the "Distributor's  Earned CDSC Portion"),  in which case only
the Distributor's 12b-1 Portion and the Distributor's Earned CDSC Portion may be
subject to offsets or claims the Company may have against the Distributor.

     (E) The Company shall not amend the Plan and Agreement to reduce the amount
payable to the  Distributor  or any Assignee  with respect to the Class B Shares
for any  Class B  Shares  which  have  been  issued  prior  to the  date of such
amendment.

     (F) The Company shall not take any action to waive or change any contingent
deferred sales charge with respect to Class B Shares issued prior to the date of
the  change  in  the  contingent   deferred  sales  charge,   except  under  the
circumstances  set forth in the  prospectus  in effect on the date such  Class B
Shares  were  issued or as  required  by law or  regulation,  without  the prior
written consent of the Distributor and its Assignee.

     NINTH:  The  Distributor  will  accept  orders for the  purchase of Class B
Shares only to the extent of purchase orders actually received and not in excess
of such  orders,  and it will not avail  itself of any  opportunity  of making a
profit by expediting or withholding orders. It is mutually understood and agreed
that the  Company  may reject  purchase  orders  where,  in the  judgment of the
Company, such rejection is in the best interest of the Company.

     TENTH: The Company,  on behalf of the Funds, and the Distributor shall each
comply with all  applicable  provisions of the Act, the  Securities Act of 1933,
rules  and  regulations  of  the  National  Association  of  Securities  Dealers
Regulation,  Inc. and its  affiliates,  and of all other federal and state laws,
rules and regulations governing the issuance and sale of Class B Shares.

     ELEVENTH:
     (A)  Notwithstanding any other provision of this Agreement, the Distributor
          shall not be liable for any errors of the Funds'  transfer  agent,  or
          for any failure of any such transfer agent to perform its duties.

     TWELVETH:  Nothing herein  contained  shall require the Company to take any
action  contrary to any  provision of its Articles of  Incorporation,  or to any
applicable statute or regulation.

     THIRTEENTH:  This Plan and Agreement shall become  effective as of the date
hereof,  shall  continue in force and effect until  August 23,  2001,  and shall
continue in force and effect from year to year  thereafter,  provided  that such
continuance is  specifically  approved at least annually  (a)(i) by the Board of
Directors  of the  Company  or (ii)  by the  vote of a  majority  of the  Funds'
outstanding  voting securities of Class B Shares (as defined in Section 2(a)(42)
of the 1940 Act),  and (b) by vote of a majority of the Company's  directors who
are not parties to this Plan and Agreement or  "interested  persons" (as defined
in  Section  2(a)(19)  of the 1940 Act) of any party to this Plan and  Agreement
("Independent Directors") cast in person at a meeting called for such purpose.

     Any amendment to this Plan and Agreement  that requires the approval of the
shareholders  of Class B Shares  pursuant to Rule 12b-1 under the 1940 Act shall
become  effective as to such Class B Shares upon the approval of such  amendment
by a "majority of the  outstanding  voting  securities"  (as defined in the 1940
Act) of such Class B Shares, provided that the Board of Directors of the Company
has approved such amendment.

     FOURTEENTH:  This Plan and  Agreement,  and any  amendment to this Plan and
Agreement and any  agreements  related to this Plan and  Agreement  shall become
effective  immediately  upon  the  receipt  by  the  Company  of  both  (a)  the
affirmative vote of a majority of the Board of Directors of the Company, and (b)
the affirmative vote of a majority of those directors of the Company who are not
"interested  persons"  of the  Company  (as defined in the 1940 Act) and have no
direct  or  indirect  financial  interest  in the  operation  of this  Plan  and
<PAGE>
Agreement or any agreements related to it (the "Independent Directors"), cast in
person at a meeting  called for the purpose of voting on this Plan and Agreement
or such  agreements.  Notwithstanding  the  foregoing,  no such  amendment  that
requires the approval of the  shareholders  of Class B Shares of a Company shall
become  effective  as to such  Class B  Shares  until  such  amendment  has been
approved  by the  shareholders  of such  Class B Shares in  accordance  with the
provisions of the THIRTEENTH paragraph of this Plan and Agreement.

     This Plan and  Agreement  may not be amended  to  increase  materially  the
amount of  distribution  expenses  provided for in Schedule B hereof unless such
amendment  is approved in the manner  provided  in the second  paragraph  of the
THIRTEENTH paragraph,  and no material amendment to the Plan and Agreement shall
be made unless approved in the manner provided for in the first paragraph of the
THIRTEENTH paragraph hereof.

     So long as the Plan and  Agreement  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.

     FITHTEENTH:

     (A) This Plan and Agreement  may be terminated  with respect to the Class B
Shares of any Fund at any time,  without the payment of any penalty,  by vote of
the  Board  of  Directors  of  the  Company  or by  vote  of a  majority  of the
outstanding  voting  securities  of  Class  B  Shares  of such  Fund,  or by the
Distributor, on sixty (60) days' written notice to the other party.

     (B) To the  extent  that  this  Plan and  Agreement  constitutes  a Plan of
Distribution  adopted pursuant to Rule 12b-1 under the Act, it may be terminated
at any time by vote of a majority of the  Independent  Directors or by vote of a
majority  of the  Funds'  outstanding  voting  securities  of Class B shares (as
defined in Section 2(a)(42) of the Act).

     (C) To the  extent  that  this  Plan and  Agreement  constitutes  a Plan of
Distribution  adopted  pursuant to Rule 12b-1  under the Act it shall  remain in
effect  as  such,  so as to  authorize  the  use by  each  Fund  of  its  assets
attributable  to Class B Shares 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 and  notwithstanding  the termination of the Agreement.
To the extent it  constitutes an agreement with IDI pursuant to a plan, it shall
terminate  automatically  in the  event  of such  "assignment."  Notwithstanding
anything to the contrary in this Plan and Agreement, the Company's obligation to
pay the Distributor its Distributor's 12b-1 Share of the Distribution Fees shall
not be terminated or modified (including without limitation,  by a change in the
terms  applicable to the conversion of the Class B Shares into shares of another
class) for any reason  (including  the  termination of the Plan or the Agreement
incorporated  herein)  except in  connection  with a  Complete  Termination  (as
defined below).  A termination of this Plan and Agreement with respect to any or
all Class B Shares  of any or all Funds  (including  any  Complete  Termination)
shall  not  affect  the  obligation  of  the  Company  to  withhold  and  pay to
Distributor  contingent  deferred  sales  charges  to which the  Distributor  is
entitled.  As used  herein the term a  "Complete  Termination"  of this Plan and
Agreement with regard to any Fund shall mean a termination of both this Plan and
the Agreement (and any successor plan) with regard to such Fund,  provided that:
(i) the Independent  Directors of the Company shall have acted in good faith and
shall have  determined  that such  termination  is in the best  interest  of the
Company and the  shareholders  of such Fund; (ii) the Company does not alter the
terms of the  contingent  deferred  sales  charge  applicable  to Class B Shares
outstanding at the time of such termination; and (iii) unless the Distributor at
the time of such  termination  was in  material  breach  under the  distribution
agreement  with regard to such Fund,  the Company shall not, with regard to such
Fund, pay to any person or entity,  other than the  Distributor or its designee,
either the asset based sales charge or the service fee (or any similar fee) with
regard to the Class B Shares sold by or attributable to the Distributor prior to
such termination.
<PAGE>
     (D) The  Transfer  of the  Distributor's  rights  to the fees set  forth on
Schedule B or the contingent  deferred sales charge shall not cause  termination
of this Agreement or be deemed to be an  "assignment," as defined by the Act and
the rules thereunder.

     (E) If this Plan and Agreement is  terminated  with respect to any Fund for
any reason,  the  obligations  of the Company  and the  Distributor  pursuant to
paragraphs  THIRD (A),  THIRD (B),  SIXTH (G), SIXTH (H), and EIGHTH (A) through
(E) of  this  Plan  and  Agreement  will  continue  and  survive  and  any  such
termination.  Notwithstanding  the foregoing,  upon Complete  Termination of the
Plan and  Agreement  with  respect to any Fund the  obligations  of the  Company
pursuant to the terms of paragraphs  THIRD (A), (EIGHTH (A), EIGHTH (C), (D) and
EIGHTH (F) (with respect to payments of Distributor's 12b-1 Share and Assignee's
12b-1 Portion) of this Plan and Agreement shall terminate.  A termination of the
Plan and Agreement with respect to any or all Class B Shares of any or all Funds
shall not affect the  obligations  of the Company  pursuant to paragraphs  SIXTH
(G),   EIGHTH  (A),  EIGHTH  (C),  EIGHTH  (D),  EIGHTH  (F)  (with  respect  to
Distributor's  Earned  CDSC  or  Assignee's  CDSC  Portion)  hereof  or  of  the
obligations  of the  Distributor  pursuant to paragraph  SIXTH (H) or EIGHTH (B)
hereof.

     SEVENTEENTH:  Any notice under this Plan and Agreement shall be in writing,
addressed and delivered,  or mailed postage prepaid,  to the other party at such
address as the other  party may  designate  for the  receipt of  notices.  Until
further  notice to the other party,  it is agreed that the addresses of both the
Company and the Distributor shall be 7800 East Union Avenue,  Mail Stop 201, and
Denver, Colorado 80237.

     EIGHTEENTH:  This Plan and Agreement  shall be governed by and construed in
accordance  with the laws (without  reference to conflicts of law provisions) of
the State of Maryland.



<PAGE>

      IN WITNESS WHEREOF, the parties have caused this Plan and Agreement to be
executed in duplicate on the day and year first above written.


                                    COMPANY (Listed in Schedule A)
Attest:

                                    By:   /s/ Mark H. Williamson
                                          ----------------------
/s/ Glen A. Payne                         Name:  Mark H. Williamson
-----------------                         Title:     President
Name:  Glen A. Payne
Title:     Secretary



                                       IDI

Attest:

                                       By:  /s/ Ronald L. Grooms
                                            --------------------
/s/ Glen A. Payne                           Name: Ronald L. Grooms
-----------------                           Title: Treasurer
Name:  Glen A. Payne
Title:     Secretary
<PAGE>


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


REGISTERED
INVESTMENT
COMPANY                    FUNDS                            EFFECTIVE DATE
--------------------------------------------------------------------------------
INVESCO Counselor Series Funds, Inc.(1)                     August 23, 2000
                           Advantage Fund
                           Advantage Global Health
                             Sciences Fund(3)               May 15, 2001

INVESCO Bond Funds, Inc.(5)                                 March 29, 2002
                           High Yield Fund
                           Select Income Fund
                           Tax-Free Bond Fund
                           U.S. Government Securities Fund

INVESCO Combination Stock & Bond Funds, Inc.(5)             March 29, 2002
                           Balanced Fund
                           Core Equity Fund(6)
                           Total Return Fund

INVESCO Global & International Funds, Inc.(5),(9)           March 29, 2002
                           European Fund
                           International Blue Chip
                             Value Fund
                           Global Growth Fund(2),(10)       November 29, 2000

INVESCO Manager Series Funds, Inc.(8)                       August 30, 2002
                           Multi-Sector Fund

INVESCO Money Market Funds, Inc.                            August 23, 2000
                           Cash Reserves Fund

<PAGE>
                                   SCHEDULE A
                                   (Continued)

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

INVESCO Sector Funds, Inc.(5)                               March 29, 2002
                           Energy Fund
                           Financial Services Fund
                           Gold & Precious Metals Fund(7)
                           Health Sciences Fund
                           Leisure Fund
                           Real Estate Opportunity Fund
                           Technology Fund
                           Telecommunications Fund
                           Utilities Fund

INVESCO Stock Funds, Inc.(5)
                           Basic Value Fund(7)              July 30, 2002
                           Dynamics Fund                    March 29, 2002
                           Endeavor Fund                    March 29, 2002
                           Growth Fund                      March 29, 2002
                           Growth & Income Fund             March 29, 2002
                           Mid-Cap Growth Fund(4),(11)      September 28, 2001
                           Small Company Growth Fund        March 29, 2002
                           Value Equity Fund                March 29, 2002



(1)  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.
(2)  Amended on November 29, 2000.
(3)  Amended on May 15, 2001.
(4)  Amended on September 28, 2001.
(5)  Amended on March 29, 2002.
(6)  Also, on March 29, 2002, the name of the Equity Income Fund was changed to
     Core Equity Fund.
(7)  Amended on July 31, 2002. Also, on July 31, 2002, the name of the Gold
     Fund was changed to Gold & Precious Metals Fund.
(8)  Amended on August 30, 2002.
(9)  On October 21, 2002, the name of INVESCO Intenational Funds, Inc. was
     changed to INVESCO Global & International Funds, Inc.
(10) 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.
(11) Amended on November 30, 2002 to convert Mid-Cap Growth Fund from a series
     of INVESCO Counselor Series Funds, Inc. to a series of INVESCO Stock Funds,
     Inc.


<PAGE>
                                   SCHEDULE B
                                       TO
                     MASTER DISTRIBUTION PLAN and AGREEMENT
                                (CLASS B SHARES)

                                DISTRIBUTION FEE


     The Company shall pay the Distributor as full compensation for all services
rendered and all facilities  furnished under the Distribution Plan and Agreement
for each  Fund (or  Class  thereof)  designated  below,  a  Distribution  Fee(1)
determined by applying the annual rate set forth below as to each Fund (or Class
thereof) to the average daily net assets of the Fund (or Class  thereof) for the
plan year, computed in a manner used for the determination of the offering price
of shares of the Fund.
<TABLE>
<CAPTION>

                                       MAXIMUM
                                       ASSET
                                       BASED      MAXIMUM     MAXIMUM
                                       SALES      SERVICE    AGGREGATE       EFFECTIVE
FUND CLASS B SHARES                    CHARGE      FEE         FEE             DATE
<S>                                 <C>        <C>        <C>           <C>
INVESCO Advantage Fund                  0.75%      0.25%       1.00%      August 23, 2000
INVESCO Advantage Global
  Health Sciences Fund(3)               0.75%      0.25%       1.00%      May 15, 2001
INVESCO Balanced Fund(5)                0.75%      0.25%       1.00%      March 29, 2002
INVESCO Basic Value Fund(7)             0.75%      0.25%       1.00%      July 30, 2002
INVESCO Cash Reserves Fund              0.75%      0.25%       1.00%      August 23, 2000
INVESCO Dynamics Fund(5)                0.75%      0.25%       1.00%      March 29, 2002
INVESCO Endeavor Fund(5)                0.75%      0.25%       1.00%      March 29, 2002
INVESCO Energy Fund(5)                  0.75%      0.25%       1.00%      March 29, 2002
INVESCO Core Equity Fund(6)             0.75%      0.25%       1.00%      March 29, 2002
INVESCO European Fund5                  0.75%      0.25%       1.00%      March 29, 2002
INVESCO Financial Services Fund(5)      0.75%      0.25%       1.00%      March 29, 2002
INVESCO Global Growth Fund(2)           0.75%      0.25%       1.00%      November 29, 2000
INVESCO Gold & Precious Metals
   Fund(5)(7)                           0.75%      0.25%       1.00%      March 29, 2002
INVESCO Growth Fund(5)                  0.75%      0.25%       1.00%      March 29, 2002
INVESCO Growth & Income Fund(5)         0.75%      0.25%       1.00%      March 29, 2002
INVESCO Health Sciences Fund(5)         0.75%      0.25%       1.00%      March 29, 2002
INVESCO High Yield Fund(5)              0.75%      0.25%       1.00%      March 29, 2002
INVESCO International Blue
  Chip Value Fund(5)                    0.75%      0.25%       1.00%      March 29, 2002
INVESCO Leisure Fund(5)                 0.75%      0.25%       1.00%      March 29, 2002
INVESCO Mid-Cap Growth Fund(4)          0.75%      0.25%       1.00%      September 28, 2001
INVESCO Multi-Sector Fund(8)            0.75%      0.25%       1.00%      August 30, 2002
INVESCO Real Estate
   Opportunity Fund(5)                  0.75%      0.25%       1.00%      March 29, 2002
INVESCO Select Income Fund(5)           0.75%      0.25%       1.00%      March 29, 2002
<PAGE>

                                      SCHEDULE B
                                      (continued)


INVESCO Small Company
   Growth Fund(5)                       0.75%      0.25%       1.00%      March 29, 2002
INVESCO Tax-Free Bond Fund(5)           0.75%      0.25%       1.00%      March 29, 2002
INVESCO Technology Fund(5)              0.75%      0.25%       1.00%      March 29, 2002
INVESCO Telecommunications Fund(5)      0.75%      0.25%       1.00%      March 29, 2002
INVESCO Total Return Fund(5)            0.75%      0.25%       1.00%      March 29, 2002
INVESCO U.S. Government
   Securities Fund(5)                   0.75%      0.25%       1.00%      March 29, 2002
INVESCO Utilities Fund(5)               0.75%      0.25%       1.00%      March 29, 2002
INVESCO Value Equity Fund(5)            0.75%      0.25%       1.00%      March 29, 2002
</TABLE>


-----------------

(1)  The  Distribution  Fee is payable apart from the contingent  deferred sales
     charge, if any, as stated in the current prospectus for the applicable Fund
     (or Class thereof).
(2)  Amended on November 29, 2000.
(3)  Amended on May 15, 2001.
(4)  Amended on September 28, 2001.
(5)  Amended on March 29, 2002.
(6)  On March 29, 2002, the name of Equity Income Fund was changed to Core
     Equity Fund.
(7)  Amended on July 31, 2002. Also, on July 31, 2002, the name of INVESCO Gold
     Fund was changed to INVESCO Gold & Precious Metals Fund.
(8)  Amended on August 30, 2002
<PAGE>
                                    EXHIBIT A

      IDI's Distributor's 12b-1 Share in respect of each Fund shall be 100
percent until such time as IDI shall cease to serve as exclusive distributor of
the Class B Shares of such Fund and thereafter shall be a percentage, recomputed
first on the date of any termination of the IDI's services as exclusive
distributor of Class B Shares of any Fund and thereafter periodically (but not
less than monthly), representing the percentage of Class B Shares of such Fund
outstanding on each such computation date allocated to IDI in accordance with
the following rules:

     1.  DEFINITIONS.  For purposes of this Exhibit A defined  terms used herein
shall have the meaning  assigned to such terms in the Plan and Agreement and the
following terms shall have the following meanings:

     "Commission  Shares"  shall mean Class B Shares of the Fund or another fund
the  redemption  of which  would,  in the  absence  of the  application  of some
standard waiver provision,  give rise to the payment of a CDSC and shall include
Commission  Shares which due to the expiration of the CDSC period no longer bear
a CDSC.

     "Other  Distributor"  shall mean each  person  appointed  as the  exclusive
distributor for the Class B Shares of the Fund after IDI ceases to serve in that
capacity.

     2.  ALLOCATION  RULES.  In  determining  the  Distributor's  12b-1 Share in
respect of a particular Fund:

     a.)  There  shall  be  allocated  to IDI and  each  Other  Distributor  all
Commission  Shares  of such  Fund  which  were  sold  while  IDI or  such  Other
Distributor,  as the case may be, was the exclusive  distributor for the Class B
Shares  of  the  Fund,  determined  in  accordance  with  the  transfer  records
maintained for such Fund.

     b.) Reinvested  Shares: On the date that any Class B Shares are issued by a
Fund as a result  of the  reinvestment  of  dividends  or  other  distributions,
whether  ordinary  income,   capital  gains  or  exempt-interest   dividends  or
distributions  ("Reinvested  Shares"),   Reinvested  Class  B  Shares  shall  be
allocated to IDI and each Other  Distributor in a number obtained by multiplying
the total number of Reinvested Class B Shares issued on such date by a fraction,
the numerator of which is the total number of all Class B Shares  outstanding in
such Fund as of the  opening of business  on such date and  allocated  to IDI or
such  Other  Distributor  as of such  date of  determination  pursuant  to these
allocation  procedures and the denominator is the total number of Class B Shares
outstanding as of the opening of business on such date.

     c.)  Exchange  Shares:  There  shall be  allocated  to IDI and  each  Other
Distributor,  as the case may be, all Commission  Shares of such Fund which were
issued during or after the period  referred to in (a) as a consequence of one or
more free  exchanges of Commission  Shares of the Fund or of another fund (other
than Free Appreciation Shares) (the "Exchange Shares"), which in accordance with
the transfer records maintained for such Fund can be traced to Commission Shares
of the Fund or another fund  initially  issued by the Company or such other fund
during  the  time IDI or such  Other  Distributor,  as the case may be,  was the
exclusive distributor for the Class B Shares of the Fund or such other fund.

     d.) Redeemed Shares: Class B Shares (other than Reinvested Shares) that are
redeemed will be allocated to IDI and each Other  Distributor to the extent such
Class B Shares were  previously  allocated to IDI or such Other  Distributor  in
accordance with the rules set forth in 2(a) or (c) above.
<PAGE>
     e.) The  Company  shall use its best  efforts to assure  that the  transfer
agents and  sub-transfer  agents for each Fund  maintain  the data  necessary to
implement the foregoing rules. If,  notwithstanding the foregoing,  the transfer
agents or  sub-transfer  agents  for such Fund are unable to  maintain  the data
necessary to implement the foregoing rules as written,  or if IDI shall cease to
serve as exclusive  distributor  of the Class B Shares of the Fund,  IDI and the
Company  agree to  negotiate  in good faith with each other,  with the  transfer
agents and  sub-transfer  agents for such Fund and with any third party that has
obtained an interest in IDI's  Distributor's 12b-1 Share in respect of such Fund
with a view to arriving at mutually satisfactory  modifications to the foregoing
rules  designed to accomplish  substantially  identical  results on the basis of
data which can be made available.