MASTER DISTRIBUTION PLAN AND AGREEMENT
                               (CLASS A SHARES)

      THIS AGREEMENT made as of the 1st day of June, 2000, by and between each
registered investment company referenced in Schedule A, each a Maryland
Corporation (each individually referred to as "Company"), with respect to the
shares of the Class A shares ("Class A Shares") of the common stock of the
Company allocated to each series set forth on Schedule A to this Agreement as
amended from time to time (the "Funds") and INVESCO DISTRIBUTORS, INC., a
Delaware corporation (the "Distributor").

      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 A
Shares of the Funds 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, Distributor desires to be retained to perform services in
accordance with such Plan and Agreement and on said terms and conditions; and

      WHEREAS, this Plan and Agreement has been approved by a vote of the board
of directors of the Company, including a majority of the directors who are not
interested persons of the Company, as defined in the Act, and who have no direct
or indirect financial interest in the operation of this Plan and Agreement (the
"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 Distributor 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 Distributor 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 to finance certain activities in connection with
distribution of the Company's Class A Shares.


      SECOND: Each Fund shall incur expenses per annum allocable solely to Class
A Shares of the average daily net assets of such Fund attributable to the Class
A Shares, at the rates set forth in Schedule B opposite the name of such Fund,
subject to any limitations imposed from time to time by applicable rules of the
National Association of Securities Dealers, Inc.
<PAGE>

THIRD: To the extent obligations incurred by the Distributor out of its
own resources to finance any activity primarily intended to result in the sale
of Class A Shares, pursuant to this Plan and Agreement or otherwise, may be
deemed to constitute the indirect use of Class A Shares Fund assets, such
indirect use of Class A Shares Fund assets is hereby authorized in addition to,
and not in lieu of, any other payments authorized under this Plan and Agreement.

      FOURTH: Distributor 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.

      FIFTH: Amounts payable pursuant to paragraph SECOND above shall
compensate/reimburse the Distributor for financing any activity which is
primarily intended to result in the sale of the Class A Shares, including, but
not limited to, expenses of organizing and conducting sales seminars,
advertising programs, 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, 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.

       SIXTH: Amounts set forth in Schedule B may also be used to
compensate/reimburse the Distributor for making payments of service fees under a
shareholder service arrangement to be established by Distributor in accordance
with paragraph SEVENTH below. 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 distribution-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.
That portion of the amounts paid under the Plan and Agreement that is not paid
or advanced by Distributor to dealers or other institutions that provide
personal continuing shareholder service as a service fee pursuant to paragraph
SEVENTH below shall be deemed an asset-based sales charge. 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.


      SEVENTH: Distributor may make payments to selected banks, financial
planners, retirement plan service providers and other appropriate third parties
acting in an agency capacity for their customers who provide shareholder
services to their customers from time to time. 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 A Shares owned by the customers of such service provider, or such lower
rate for the Fund as is specified on Schedule B.
<PAGE>
     (A)  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  for  the  provision  of
          distribution-related  personal shareholder services in connection with
          the sale of Shares to the Dealers' clients and customers ("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 A 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 A 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 A Shares; and (vi)
          providing  such other  information  and services as the Company or the
          Customer may reasonably request.

     (B)  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.


     (C)  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 A 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.

     (D)  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.

      EIGTHTH: 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.
<PAGE>
      NINTH: 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, Inc.
and its affiliates, and of all other federal and state laws, rules and
regulations governing the issuance and sale of Class A Shares.

      TENTH: 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.


      ELEVENTH: This Plan and Agreement shall become effective as of the date
hereof, shall continue in force and effect until May 31, 2001, and shall
continue in force and effect from year to year thereafter, provided that such
continuance is specifically approved at least annually by a majority of the
Board of Directors of the Company and a majority of the Company's Independent
Directors cast in person at a meeting called for such purpose, as contemplated
by paragraphs (d) and (e) of Rule 12b-1 under the 1940 Act.

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


      TWELVETH: This Plan and Agreement, 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 the Independent Directors of the Company,
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 A Shares of a Company
shall become effective as to such Class A Shares until such amendment has been
approved by the shareholders of such Class A Shares in accordance with the
provisions of the ELEVENTH 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 paragraph SECOND hereof unless
such amendment is approved in the manner provided herein, and no material
amendment to the Plan and Agreement shall be made unless approved in the manner
provided for in the ELEVENTH paragraph hereof.


      So long as the Plan and Agreement remains in effect, the selection and
nomination of persons to serve as Independent Directors of the Company shall be
committed to the discretion of the Independent Directors then in office.
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 Independent Directors of the Company then in office.

<PAGE>
      THIRTEENTH:


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

     (B)  In the event that neither Distributor nor any affiliate of Distributor
          serves  the  Company  as  investment   adviser,   the  agreement  with
          Distributor  pursuant to this Plan shall  terminate at such time.  The
          board of directors may determine to approve a continuance  of the Plan
          and/or a continuance of the Agreement, hereunder.

     (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 the Class A
          Shares of each Fund of its assets in the amounts and for the  purposes
          set forth herein,  notwithstanding  the occurrence of an "assignment,"
          as  defined  by the Act and the  rules  thereunder.  To the  extent it
          constitutes  an  agreement  pursuant  to a plan,  it  shall  terminate
          automatically in the event of such "assignment." Upon a termination of
          the  agreement  with  Distributor,  the  Funds  may  continue  to make
          payments  pursuant  to  the  Plan  only  upon  the  approval  of a new
          agreement under this Plan and Agreement,  which may or may not be with
          Distributor,  or the adoption of other arrangements  regarding the use
          of the amounts  authorized to be paid by the Funds  hereunder,  by the
          Company's  board of directors in accordance  with the  procedures  set
          forth above.

      FOURTEENTH: 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,
Denver, Colorado 80237.

      FIFTEENTH:  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)



                                    By: /s/ Mark H. Williamson
                                        ----------------------
                                    Name:  Mark H. Williamson
                                    Title: President

Attest:



/s/ Glen A. Payne
-----------------
Name:   Glen A. Payne
Title:  Secretary


                                   DISTRIBUTOR



                                    By:  /s/ Ronald L. Grooms
                                         --------------------
                                    Name:  Ronald L. Grooms
                                    Title: Treasurer

Attest:



Name:  Glen A. Payne
Title:  Secretary
<PAGE>
                                   SCHEDULE A
                                       TO
                     MASTER DISTRIBUTION PLAN AND AGREEMENT
                                (CLASS A 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

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 31, 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)  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 Gold Fund was
     changed to Gold & Precious Metals Fund.
(8)  Amended on August 30, 2002.
<PAGE>

(9)  On October 21, 2002, the name of INVESCO International 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 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 A 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           MAXIMUM         MAXIMUM
FUND CLASS A SHARES            BASED SALES        SERVICE         AGGREGATE     EFFECTIVE
                                 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 31, 2002
INVESCO Cash Reserves Fund         0.75%           0.25%            1.00%       August 23, 2000
INVESCO Core Equity Fund(5)(6)     0.75%           0.25%            1.00%       March 29, 2002
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 European Fund(5)           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
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).
<PAGE>
(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 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.