INVESCO BOND FUNDS, INC.
                               (FEBRUARY 28, 2002)

                      INVESCO COUNSELOR SERIES FUNDS, INC.
                             INVESCO ADVANTAGE FUND
                  INVESCO ADVANTAGE GLOBAL HEALTH SCIENCES FUND
                (DECEMBER 31, 2001 AS SUPPLEMENTED JUNE 10, 2002)

                  INVESCO COMBINATION STOCK & BOND FUNDS, INC.
                              (SEPTEMBER 30, 2002)

                        INVESCO INTERNATIONAL FUNDS, INC.
                               (FEBRUARY 28, 2002)

                       INVESCO MANAGER SERIES FUNDS, INC.
                               (SEPTEMBER 3, 2002)

                        INVESCO MONEY MARKET FUNDS, INC.
                              (SEPTEMBER 30, 2002)

                           INVESCO SECTOR FUNDS, INC.
                 (JULY 31, 2002 AS SUPPLEMENTED AUGUST 1, 2002)

                            INVESCO STOCK FUNDS, INC.
                            INVESCO BASIC VALUE FUND
                                 (JULY 31, 2002)

                       SUPPLEMENT TO PROSPECTUSES DATES OF
                       WHICH ARE INDICATED IN PARENTHESES


The section of each Prospectus,  with the exception of INVESCO  Counselor Series
Funds,  Inc.  - INVESCO  Advantage  Fund and  INVESCO  Advantage  Global  Health
Sciences Fund,  INVESCO Manager Series Funds,  Inc., INVESCO Money Market Funds,
Inc., and INVESCO Stock Funds,  Inc. - INVESCO Basic Value Fund,  entitled "Fees
And  Expenses"  is amended to (i) add footnote 1 to the line  entitled  "Maximum
Contingent  Deferred  Sales Charge (CDSC) as a percentage of the total  original
cost of the  shares" for Class K, (ii) delete  footnote 1 in its  entirety,  and
(iii) substitute the following in its place:

     (1) If you buy $1,000,000 or more of Class A shares and redeem those shares
     within  eighteen  months  from  the  date  of  purchase,  you  may pay a 1%
     contingent  deferred  sales charge  (CDSC) at the time of  redemption.  For
     qualified  plans  investing in Class A shares,  you may pay a CDSC of 1% on
     your  Class A shares if the plan is  redeemed  within  twelve  months  from
     initial  deposit  in  the  plan's  INVESCO  account.  For  qualified  plans
     investing  in Class K shares,  you may pay a CDSC of 0.70% on your  Class K
     shares if the plan is redeemed within twelve months from initial deposit in
     the plan's INVESCO  account.  Please see the sections  entitled "How To Buy
     Shares" and "How To Sell Shares."

The section of the  Prospectuses  for INVESCO  Counselor  Series  Funds,  Inc. -
INVESCO  Advantage  Fund and INVESCO  Advantage  Global  Health  Sciences  Fund,
INVESCO  Manager  Series Funds,  Inc.,  and INVESCO Stock Funds,  Inc. - INVESCO
Basic Value Fund entitled "Fees And Expenses" is amended to (i) delete  footnote
1 in its entirety and (ii) substitute the following in its place:

     (1) If you buy $1,000,000 or more of Class A shares and redeem those shares
     within  eighteen  months  from  the  date  of  purchase,  you  may pay a 1%
     contingent  deferred  sales charge  (CDSC) at the time of  redemption.  For
     qualified  plans  investing in Class A shares,  you may pay a CDSC of 1% on
     your  Class A shares if the plan is  redeemed  within  twelve  months  from
     initial  deposit in the plan's  INVESCO  account.  Please see the  sections
     entitled "How To Buy Shares" and "How To Sell Shares."

The section of the  Prospectus  for INVESCO  Money Market Funds,  Inc.  entitled
"Fees And Expenses" is amended to (i) delete footnote 1 in its entirety and (ii)
substitute the following in its place:
<PAGE>
     (1) A 1% CDSC may be charged on each of Class A and Class C shares and a 5%
     CDSC may be charged on Class B shares.  For  qualified  plans  investing in
     Class A shares, you may pay a CDSC of 1% on your Class A shares if the plan
     is redeemed within twelve months from initial deposit in the plan's INVESCO
     account.  Please see the sections  entitled "How To Buy Shares" and "How To
     Sell Shares."

The section of each Prospectus,  with the exception of INVESCO  Counselor Series
Funds,  Inc.  - INVESCO  Advantage  Fund and  INVESCO  Advantage  Global  Health
Sciences Fund,  INVESCO Manager Series Funds,  Inc., INVESCO Money Market Funds,
Inc., and INVESCO Stock Funds, Inc. - INVESCO Basic Value Fund, entitled "How To
Buy Shares" is amended to (i) delete the second  paragraph  in its  entirety and
(ii) substitute the following in its place:

     With the exception of Class A shares, there is no charge to invest directly
     through  INVESCO.  Class A shares are subject to a front-end  sales charge.
     For more  information on this charge,  please see the  subsection  entitled
     "Sales Charges." If you buy $1,000,000 or more of Class A shares and redeem
     the shares within eighteen months from the date of purchase,  you may pay a
     1% CDSC at the time of redemption. If you are a qualified plan and elect to
     receive  a  dealer  concession,  you may  pay a CDSC of 1% on your  Class A
     shares if the plan is redeemed within twelve months from initial deposit in
     the plan's INVESCO account. If you are a qualified plan and elect to forego
     the  dealer  concession,  you will not be charged a CDSC.  With  respect to
     redemption  of Class B shares held six years or less,  a CDSC of 1% - 5% of
     the total  original  cost of the shares may be  assessed.  With  respect to
     redemption of Class C shares held thirteen  months or less, a CDSC of 1% of
     the total  original  cost of the shares may be  assessed.  With  respect to
     Class K shares,  if you are a qualified  plan and elect to receive a dealer
     concession,  you may pay a CDSC of 0.70% on your Class K shares if the plan
     is redeemed within twelve months from initial deposit in the plan's INVESCO
     account.  If you are a  qualified  plan and  elect  to  forego  the  dealer
     concession,  you will not be charged a CDSC. For a  non-qualified  plan, in
     determining whether a CDSC applies to a redemption,  it is assumed that the
     shares  being  redeemed  first  are any  shares in the  shareholder's  Fund
     account that are not subject to a CDSC, followed by shares held the longest
     in the shareholder's  account. These charges are not assessed upon Class A,
     B, C, or K shares  acquired  through  reinvestment  of  dividends  or other
     distributions,  or Class A, B, C, or K shares  exchanged for the same class
     of another INVESCO Fund. For more  information on CDSC charges,  please see
     the subsection of the Prospectus  entitled "Choosing A Share Class" and the
     section of the Statement of Additional Information entitled "Distributor."

The section of the  Prospectuses  for INVESCO  Manager  Series  Funds,  Inc. and
INVESCO  Stock  Funds,  Inc. - INVESCO  Basic  Value Fund  entitled  "How To Buy
Shares" is amended to (i) delete the second  paragraph  in its entirety and (ii)
substitute the following in its place:

     With the exception of Class A shares, there is no charge to invest directly
     through  INVESCO.  Class A shares are subject to a front-end  sales charge.
     For more  information on this charge,  please see the  subsection  entitled
     "Sales Charges." If you buy $1,000,000 or more of Class A shares and redeem
     the shares within eighteen months from the date of purchase,  you may pay a
     1% CDSC at the time of redemption. If you are a qualified plan and elect to
     receive  a  dealer  concession,  you may  pay a CDSC of 1% on your  Class A
     shares if the plan is redeemed within twelve months from initial deposit in
     the plan's INVESCO account. If you are a qualified plan and elect to forego
     the  dealer  concession,  you will not be charged a CDSC.  With  respect to
     redemption  of Class B shares held six years or less,  a CDSC of 1% - 5% of
     the total  original  cost of the shares may be  assessed.  With  respect to
     redemption of Class C shares held thirteen  months or less, a CDSC of 1% of
     the total original cost of the shares may be assessed.  For a non-qualified
     plan, in determining whether a CDSC applies to a redemption,  it is assumed
     that the shares being  redeemed  first are any shares in the  shareholder's
     Fund  account  that are not subject to a CDSC,  followed by shares held the
     longest in the shareholder's  account.  These charges are not assessed upon
     Class A, B, or C shares acquired through reinvestment of dividends or other
     distributions,  or Class A, B, or C shares  exchanged for the same class of
     another INVESCO Fund. For more information on CDSC charges,  please see the
     subsection  of the  Prospectus  entitled  "Choosing A Share  Class" and the
     section of the Statement of Additional Information entitled "Distributor."
<PAGE>
The section of the Prospectus for INVESCO Counselor Series Funds, Inc. - INVESCO
Advantage Fund and INVESCO  Advantage  Global Health Sciences Fund entitled "How
To Buy Shares" is amended to (i) delete the first  paragraph in its entirety and
(ii) substitute the following in its place:

     The Funds offer multiple classes of shares. The chart in this section shows
     several  convenient  ways to invest in the  shares of a Fund if you  invest
     directly  through  INVESCO.  If you  invest in a Fund  through a  financial
     intermediary,  please consult the financial intermediary for information on
     how to  purchase  shares  of a Fund.  You may be  charged a  commission  or
     transaction fee by the financial intermediary for purchases of Fund shares.

     With the exception of Class A shares, there is no charge to invest directly
     through  INVESCO.  Class A shares are subject to a front-end  sales charge.
     For more  information on this charge,  please see the  subsection  entitled
     "Sales Charges." If you buy $1,000,000 or more of Class A shares and redeem
     the shares within eighteen months from the date of purchase,  you may pay a
     1% CDSC at the time of redemption. If you are a qualified plan and elect to
     receive  a  dealer  concession,  you may  pay a CDSC of 1% on your  Class A
     shares if the plan is redeemed within twelve months from initial deposit in
     the plan's INVESCO account. If you are a qualified plan and elect to forego
     the  dealer  concession,  you will not be charged a CDSC.  With  respect to
     redemption  of Class B shares held six years or less,  a CDSC of 1% - 5% of
     the total  original  cost of the shares may be  assessed.  With  respect to
     redemption of Class C shares held thirteen  months or less, a CDSC of 1% of
     the total original cost of the shares may be assessed.  For a non-qualified
     plan, in determining whether a CDSC applies to a redemption,  it is assumed
     that the shares being  redeemed  first are any shares in the  shareholder's
     Fund  account  that are not subject to a CDSC,  followed by shares held the
     longest in the shareholder's  account.  These charges are not assessed upon
     Class A, B, or C shares acquired through reinvestment of dividends or other
     distributions,  or Class A, B, or C shares  exchanged for the same class of
     another INVESCO Fund. For more information on CDSC charges,  please see the
     subsection  of the  Prospectus  entitled  "Choosing A Share  Class" and the
     section of the Statement of Additional Information entitled "Distributor."

The section of the Prospectus for INVESCO Money Market Funds, Inc. entitled "How
To Buy Shares" is amended to (i) delete the second paragraph in its entirety and
(ii) substitute the following in its place:

     There is no charge to invest or exchange shares when you make  transactions
     directly through INVESCO.  With respect to Class A shares,  if you purchase
     those shares by exchanging from another INVESCO fund previously  subject to
     a CDSC into Cash  Reserves  Fund and then redeem  those shares prior to the
     cumulative  eighteen month CDSC period,  you may be subject to a CDSC of 1%
     of the total  original cost of the shares.  If you are a qualified plan and
     elect  to  receive  a dealer  concession,  you may pay a CDSC of 1% on your
     Class A shares if the plan is redeemed  within  twelve  months from initial
     deposit in the plan's  INVESCO  account.  If you are a  qualified  plan and
     elect to forego the dealer concession, you will not be charged a CDSC. With
     respect  to Class B  shares,  if you  purchase  shares by  exchanging  from
     another INVESCO fund  previously  subject to a CDSC into Cash Reserves Fund
     and then redeem those shares prior to the  cumulative six year CDSC period,
     you may be  subject  to a CDSC of 1%-5% of the total  original  cost of the
     shares.  If you make an  initial  purchase  in Class A or Class B shares of
     Cash  Reserves  Fund,  you will not be subject to a CDSC.  However,  if you
     purchase  shares in another  INVESCO fund  subject to a CDSC by  exchanging
     Class A or Class B shares of Cash  Reserves  Fund,  your CDSC  period  will
     begin at the point of the exchange.  With respect to Class C shares, if you
     purchase  your shares and redeem those  shares prior to the thirteen  month
     CDSC period,  you may be subject to a CDSC of 1% of the total original cost
     of the shares.  For a  non-qualified  plan, in  determining  whether a CDSC
     applies to a redemption, it is assumed that the shares being redeemed first
     are any shares in the shareholder's  Fund account that are not subject to a
     CDSC,  followed by shares held the  longest in the  shareholder's  account.
     These  charges  are not  assessed  upon  Class A, B, or C  shares  acquired
     through  reinvestment  of  dividends  or  other  distributions.   For  more
     information  on CDSC charges,  please see the  subsection of the Prospectus
     entitled "Choosing A Share Class (Cash Reserves Fund Only)" and the section
     of the Statement of Additional Information entitled "Distributor."
<PAGE>
The section of each Prospectus,  with the exception of INVESCO Bond Funds, Inc.,
INVESCO  Counselor  Series  Funds,  Inc. - INVESCO  Advantage  Fund and  INVESCO
Advantage  Global Health  Sciences Fund,  INVESCO  Manager  Series Funds,  Inc.,
INVESCO Money Market Funds,  Inc., and INVESCO Stock Funds, Inc. - INVESCO Basic
Value Fund,  entitled "How To Buy Shares - Choosing A Share Class" is amended to
(i)  delete  the  second  paragraph  in its  entirety  and (ii)  substitute  the
following in its place:

In addition, you should also consider the factors below:
<TABLE>
<CAPTION>
                  Investor
                  Class           Class A                  Class B             Class C             Class K
                  -----           -------                  -------             -------             -------
<S>                <C>             <C>                      <C>                 <C>                 <C>
Initial Sales
Charge            None            5.50%                    None                None                None

CDSC(1)           None            1% on certain            1%-5% for           1% for shares       0.70% on certain
                                  purchases held           shares held less    held less than      purchases
                                  less than 18             than 6 years        13 months           held less
                                  months                                                           than 12
                                                                                                   months

12b-1 Fee         0.25%           0.35%                    1.00%                1.00%              0.45%

Conversion        No              No                       Yes(2)               No                 No

Purchase
Order
Maximum           None            None                     $250,000             $1,000,000         None
</TABLE>
(1) Please see the subsection  entitled "Sales Charges" below and the section of
the Funds'  Statement of Additional  Information  entitled  "Distributor - Sales
Charges and Dealer Concessions" for more information  regarding CDSC charges and
dealer concessions.

(2) Class B shares,  along with the pro rata  portion of the shares'  reinvested
dividends and distributions,  automatically convert to Class A shares at the end
of the month  which is eight  years  after the date on which such Class B shares
were purchased.

The section of the Prospectus for INVESCO Money Market Funds, Inc. entitled "How
To Buy Shares - Choosing A Share Class (Cash  Reserves Fund Only)" is amended to
(i) add footnote 1 to the line in the table entitled  "CDSC," (ii) re-number the
remaining  footnotes  in the  table  accordingly,  (iii)  add the  following  as
footnote (1), and (iv) re-number the remaining footnotes accordingly:

(1) Please see the subsection  entitled "Sales Charges" below and the section of
the Funds'  Statement of Additional  Information  entitled  "Distributor - Sales
Charges and Dealer Concessions" for more information  regarding CDSC charges and
dealer concessions.

The section of the Prospectus for INVESCO Bond Funds,  Inc. entitled "How To Buy
Shares - Choosing A Share  Class" is amended to (i) delete the second  paragraph
in its entirety and (ii) substitute the following in its place:
<PAGE>
In addition, you should also consider the factors below:
<TABLE>
<CAPTION>
                  Investor
                  Class           Class A                  Class B             Class C             Class K
                  -----           -------                  -------             -------             -------
<S>                <C>             <C>                      <C>                 <C>                 <C>
Initial Sales
Charge            None            4.75%                    None                None                None

CDSC(1)           None            1% on certain            1%-5% for           1% for shares       0.70% on certain
                                  purchases held           shares held less    held less than      purchases
                                  less than 18             than 6 years        13 months           held less
                                  months                                                           than 12
                                                                                                   months

12b-1 Fee         0.25%           0.35%                    1.00%                1.00%              0.45%

Conversion        No              No                       Yes(2)               No                 No

Purchase
Order
Maximum           None            None                     $250,000             $1,000,000         None
</TABLE>

(1) Please see the subsection  entitled "Sales Charges" below and the section of
the Funds'  Statement of Additional  Information  entitled  "Distributor - Sales
Charges and Dealer Concessions" for more information  regarding CDSC charges and
dealer concessions.

(2) Class B shares,  along with the pro rata  portion of the shares'  reinvested
dividends and distributions,  automatically convert to Class A shares at the end
of the month  which is eight  years  after the date on which such Class B shares
were purchased.

The section of the Prospectus for INVESCO Counselor Series Funds, Inc. - INVESCO
Advantage Fund and INVESCO  Advantage  Global Health Sciences Fund entitled "How
To Buy  Shares -  Choosing  A Share  Class" is  amended to (i) delete the second
paragraph in its entirety and (ii) substitute the following in its place:

In addition, you should also consider the factors below:

                             Class A            Class B           Class C
                             -------            -------           -------
Initial Sales
Charge                       5.50%              None              None

CDSC(1)                      1% on certain      1%-5% for         1% for shares
                             purchases held     shares held       held less than
                             less than 18       less than         13 months
                             months             6 years

12b-1 Fee                    0.35%              1.00%             1.00%

Conversion                   No                 Yes(2)            No

Purchase
Order
Maximum                      None               $250,000          $1,000,000

(1) Please see the subsection  entitled "Sales Charges" below and the section of
the Funds'  Statement of Additional  Information  entitled  "Distributor - Sales
Charges and Dealer Concessions" for more information  regarding CDSC charges and
dealer concessions.

(2) Class B shares,  along with the pro rata  portion of the shares'  reinvested
dividends and distributions,  automatically convert to Class A shares at the end
of the month  which is eight  years  after the date on which such Class B shares
were purchased.
<PAGE>
The section of the Prospectuses for INVESCO Manager Series Funds, Inc. and
INVESCO Stock Funds, Inc. - INVESCO Basic Value Fund entitled "How To Buy Shares
- Choosing A Share Class" is amended to (i) delete the second paragraph in its
entirety and (ii) substitute the following in its place:

In addition, you should also consider the factors below:

                             Class A            Class B           Class C
                             -------            -------           -------

Initial Sales
Charge                       5.50%              None              None

CDSC(1)                      1% on certain      1%-5% for         1% for shares
                             purchases held     shares held       held less than
                             less than 18       less than         13 months
                             months             6 years

12b-1 Fee                    0.35%              1.00%             1.00%

Conversion                   No                 Yes(2)            No

Purchase
Order
Maximum                      None               $250,000          $1,000,000

(1) Please see the subsection  entitled "Sales Charges" below and the section of
the Fund's  Statement of Additional  Information  entitled  "Distributor - Sales
Charges and Dealer Concessions" for more information  regarding CDSC charges and
dealer concessions.

(2) Class B shares,  along with the pro rata  portion of the shares'  reinvested
dividends and distributions,  automatically convert to Class A shares at the end
of the month  which is eight  years  after the date on which such Class B shares
were purchased.

The section of each Prospectus,  with the exception of INVESCO  Counselor Series
Funds,  Inc.  - INVESCO  Advantage  Fund and  INVESCO  Advantage  Global  Health
Sciences Fund,  INVESCO Manager Series Funds,  Inc., INVESCO Money Market Funds,
Inc., and INVESCO Stock Funds, Inc. - INVESCO Basic Value Fund, entitled "How To
Buy  Shares - Sales  Charges  (Class A, B, And C Only)" is amended to (i) delete
the subsection  heading in its entirety and (ii) substitute the following in its
place:

      Sales Charges (Class A, B, C, And K Only)

The section of each Prospectus,  with the exception of INVESCO  Counselor Series
Funds,  Inc.  - INVESCO  Advantage  Fund and  INVESCO  Advantage  Global  Health
Sciences Fund,  INVESCO Manager Series Funds,  Inc., INVESCO Money Market Funds,
Inc., and INVESCO Stock Funds, Inc. - INVESCO Basic Value Fund, entitled "How To
Buy  Shares - Sales  Charges  (Class A, B, And C Only)" is amended to (i) delete
the third  paragraph in its entirety and (ii)  substitute  the  following in its
place:

     CONTINGENT DEFERRED SALES CHARGE (CDSC) FOR CLASS A AND CLASS K SHARES. You
     can purchase  $1,000,000 or more of Class A shares at net asset value,  and
     the  distributor  may pay a  dealer  concession  and/or a  service  fee for
     purchases of  $1,000,000  or more.  However,  if you purchase  shares worth
     $1,000,000  or more,  you may be subject to a CDSC of 1% if you redeem them
     prior  to  eighteen  months  after  the date of  purchase.  We will use the
     "first-in,  first-out" method to determine your holding period.  Under this
     method,  the date of redemption will be compared with the earliest purchase
     of shares held in your  account.  If your  holding  period is less than the
     above-stated  time periods,  the CDSC may be assessed on the total original
     cost of the shares.  For qualified plans  investing in Class A shares,  you
     may pay a CDSC of 1% if the plan is  redeemed  within  twelve  months  from
     initial  deposit  in  the  plan's  INVESCO  account.  For  qualified  plans
     investing  in  Class K  shares,  you may pay a CDSC of 0.70% if the plan is
     redeemed  within twelve months from initial  deposit in the plan's  INVESCO
     account.
<PAGE>
The section of the  Prospectuses  for INVESCO  Counselor  Series  Funds,  Inc. -
INVESCO  Advantage  Fund and INVESCO  Advantage  Global  Health  Sciences  Fund,
INVESCO  Manager  Series Funds,  Inc.,  and INVESCO Stock Funds,  Inc. - INVESCO
Basic Value Fund entitled "How To Buy Shares - Sales  Charges" is amended to (i)
delete the third  paragraph in its entirety and (ii) substitute the following in
its place:

     CONTINGENT  DEFERRED  SALES  CHARGE  (CDSC)  FOR  CLASS A  SHARES.  You can
     purchase  $1,000,000 or more of Class A shares at net asset value,  and the
     distributor may pay a dealer  concession and/or a service fee for purchases
     of $1,000,000 or more.  However, if you purchase shares worth $1,000,000 or
     more,  you may be  subject  to a CDSC of 1% if you  redeem  them  prior  to
     eighteen  months  after the date of  purchase.  We will use the  "first-in,
     first-out" method to determine your holding period.  Under this method, the
     date of redemption  will be compared  with the earliest  purchase of shares
     held in your account.  If your holding period is less than the above-stated
     time  periods,  the CDSC may be assessed on the total  original cost of the
     shares. For qualified plans investing in Class A shares, you may pay a CDSC
     of 1% if the plan is redeemed  within twelve months from initial deposit in
     the plan's INVESCO account.

The section of the Prospectus for INVESCO Money Market Funds, Inc. entitled "How
To Buy Shares - Sales Charges (Cash Reserves Fund)" is amended to (i) delete the
second paragraph in its entirety and (ii) substitute the following in its place:

     We will use the  "first-in,  first-out"  method to  determine  your holding
     period. Under this method, the date of redemption will be compared with the
     earliest purchase of shares held in your account. If your holding period is
     less than the  above-stated  time periods,  the CDSC may be assessed on the
     total original cost of the shares. For qualified plans investing in Class A
     shares,  you may pay a CDSC of 1% if the  plan is  redeemed  within  twelve
     months from initial deposit in the plan's INVESCO account.

The section of each Prospectus,  with the exception of INVESCO  Counselor Series
Funds,  Inc.  - INVESCO  Advantage  Fund and  INVESCO  Advantage  Global  Health
Sciences Fund,  INVESCO Manager Series Funds,  Inc., INVESCO Money Market Funds,
Inc., and INVESCO Stock Funds, Inc. - INVESCO Basic Value Fund, entitled "How To
Buy  Shares - Sales  Charges  (Class  A, B, And C Only)" is  amended  to add the
following bullet point to the tenth paragraph:

     o  If you are a  qualified  plan  investing  in Class A shares or Class K
        shares and elect to forego any dealer concession;

The section of the  Prospectuses  for INVESCO  Counselor  Series  Funds,  Inc. -
INVESCO  Advantage  Fund and INVESCO  Advantage  Global  Health  Sciences  Fund,
INVESCO  Manager  Series Funds,  Inc.,  and INVESCO Stock Funds,  Inc. - INVESCO
Basic Value Fund entitled "How To Buy Shares - Sales  Charges" is amended to add
the following bullet point to the tenth paragraph:

     o  If you are a qualified  plan  investing in Class A shares and elect to
        forego any dealer concession;

The section of the Prospectus for INVESCO Money Market Funds, Inc. entitled "How
To Buy  Shares - Sales  Charges  (Cash  Reserves  Fund)" is  amended  to add the
following bullet point to the third paragraph:

     o  If you are a qualified  plan  investing in Class A shares and elect to
        forego any dealer concession;

The section of each Prospectus,  with the exception of INVESCO  Counselor Series
Funds,  Inc.  - INVESCO  Advantage  Fund and  INVESCO  Advantage  Global  Health
Sciences Fund,  INVESCO Manager Series Funds,  Inc., INVESCO Money Market Funds,
Inc., and INVESCO Stock Funds, Inc. - INVESCO Basic Value Fund, entitled "How To
Sell  Shares" is amended to (i) delete the second  paragraph in its entirety and
(ii) substitute the following in its place:
<PAGE>
     Various  fees may apply to Fund  redemptions.  You may be charged a CDSC at
     the time of redemption depending how long you have held your shares. If you
     buy  $1,000,000  or more of Class A shares and  redeem  the  shares  within
     eighteen  months  from the date of  purchase,  you may pay a 1% CDSC at the
     time of  redemption.  If you are a  qualified  plan and elect to  receive a
     dealer  concession,  you may pay a CDSC of 1% on your Class A shares if the
     plan is redeemed  within twelve  months from initial  deposit in the plan's
     INVESCO account. If you are a qualified plan and elect to forego the dealer
     concession,  you will not be charged a CDSC.  With respect to redemption of
     Class B shares  held six  years  or  less,  a CDSC of 1% - 5% of the  total
     original cost of the shares may be assessed.  With respect to redemption of
     Class C shares  held  thirteen  months  or less,  a CDSC of 1% of the total
     original  cost of the  shares  may be  assessed.  With  respect  to Class K
     shares,  if you  are a  qualified  plan  and  elect  to  receive  a  dealer
     concession,  you may pay a CDSC of 0.70% on your Class K shares if the plan
     is redeemed within twelve months from initial deposit in the plan's INVESCO
     account.  If you are a  qualified  plan and  elect  to  forego  the  dealer
     concession,  you will not be charged a CDSC. For a  non-qualified  plan, in
     determining whether a CDSC applies to a redemption,  it is assumed that the
     shares  being  redeemed  first  are any  shares in the  shareholder's  Fund
     account that are not subject to a CDSC, followed by shares held the longest
     in the shareholder's  account. These charges are not assessed upon Class A,
     B, C, or K shares  acquired  through  reinvestment  of  dividends  or other
     distributions,  or Class A, B, C, or K shares  exchanged for the same class
     of another INVESCO Fund. For more  information on CDSC charges,  please see
     the subsection of the Prospectus  entitled "Choosing A Share Class" and the
     section of the Statement of Additional Information entitled "Distributor."

The section of the  Prospectuses  for INVESCO  Counselor  Series  Funds,  Inc. -
INVESCO  Advantage  Fund and INVESCO  Advantage  Global  Health  Sciences  Fund,
INVESCO  Manager  Series Funds,  Inc.,  and INVESCO Stock Funds,  Inc. - INVESCO
Basic  Value  Fund  entitled  "How To Sell  Shares" is amended to (i) delete the
second paragraph in its entirety and (ii) substitute the following in its place:

     Various  fees may apply to Fund  redemptions.  You may be charged a CDSC at
     the time of redemption depending how long you have held your shares. If you
     buy  $1,000,000  or more of Class A shares and  redeem  the  shares  within
     eighteen  months  from the date of  purchase,  you may pay a 1% CDSC at the
     time of  redemption.  If you are a  qualified  plan and elect to  receive a
     dealer  concession,  you may pay a CDSC of 1% on your Class A shares if the
     plan is redeemed  within twelve  months from initial  deposit in the plan's
     INVESCO account. If you are a qualified plan and elect to forego the dealer
     concession,  you will not be charged a CDSC.  With respect to redemption of
     Class B shares  held six  years  or  less,  a CDSC of 1% - 5% of the  total
     original cost of the shares may be assessed.  With respect to redemption of
     Class C shares  held  thirteen  months  or less,  a CDSC of 1% of the total
     original cost of the shares may be assessed.  For a non-qualified  plan, in
     determining whether a CDSC applies to a redemption,  it is assumed that the
     shares  being  redeemed  first  are any  shares in the  shareholder's  Fund
     account that are not subject to a CDSC, followed by shares held the longest
     in the shareholder's  account. These charges are not assessed upon Class A,
     B,  or C  shares  acquired  through  reinvestment  of  dividends  or  other
     distributions,  or Class A, B, or C shares  exchanged for the same class of
     another INVESCO Fund. For more information on CDSC charges,  please see the
     subsection  of the  Prospectus  entitled  "Choosing A Share  Class" and the
     section of the Statement of Additional Information entitled "Distributor."

The section of the Prospectus for INVESCO Money Market Funds, Inc. entitled "How
To Sell  Shares" is amended to (i) delete the second  paragraph  in its entirety
and (ii) substitute the following in its place:

     Various  fees may apply to Fund  redemptions.  You may be charged a CDSC at
     the time of redemption depending how long you have held your shares. If you
     make an  initial  purchase  in Class A or Class B  shares,  you will not be
     subject to a CDSC upon redemption. However, with respect to Class A shares,
     if you redeem  shares  which were  purchased  by  exchanging  from  another
<PAGE>
     INVESCO fund previously  subject to a CDSC into Cash Reserves Fund prior to
     the cumulative  eighteen month CDSC period, you may be subject to a CDSC of
     1% of the total  original cost of the shares.  If you are a qualified  plan
     and elect to receive a dealer concession,  you may pay a CDSC of 1% on your
     Class A shares if the plan is redeemed  within  twelve  months from initial
     deposit in the plan's  INVESCO  account.  If you are a  qualified  plan and
     elect to forego the dealer  concession,  you will not be charged a CDSC. In
     addition,  with respect to Class B shares,  if you redeem shares which were
     purchased by exchanging from another  INVESCO fund previously  subject to a
     CDSC into Cash Reserves Fund prior to the  cumulative six year CDSC period,
     you may be  subject  to a CDSC of 1%-5% of the total  original  cost of the
     shares. With respect to Class C shares of Cash Reserves Fund, if you redeem
     shares  prior to the thirteen  month CDSC  period,  you may be subject to a
     CDSC of 1% of the total  original cost of the shares.  For a  non-qualified
     plan, in determining whether a CDSC applies to a redemption,  it is assumed
     that the shares being  redeemed  first are any shares in the  shareholder's
     Fund  account  that are not subject to a CDSC,  followed by shares held the
     longest in the shareholder's  account.  These charges are not assessed upon
     Class A, B, or C shares acquired through reinvestment of dividends or other
     distributions.  For  more  information  on  CDSC  charges,  please  see the
     subsection  of the  Prospectus  entitled  "Choosing  A  Share  Class  (Cash
     Reserves  Fund  Only)"  and the  section  of the  Statement  of  Additional
     Information entitled "Distributor."

This Supplement supersedes the Supplement dated November 15, 2002.

The date of this Supplement is December 5, 2002.