ADMINISTRATIVE SERVICES AGREEMENT

     Agreement  made as of the 1st day of June,  2000,  between  the  registered
investment  companies specified in Schedule A (each individually  referred to as
"Company"),  each a Maryland  corporation  and  INVESCO  FUNDS  GROUP,  INC.,  a
Delaware corporation ("INVESCO").

     WHEREAS,  each  Company is engaged in business  as an  open-end  management
investment company, registered as such under the Investment Company Act of 1940,
as amended (the "Act"),  and is authorized  to issue shares in multiple  classes
representing  interests  in  separate  portfolios  of  investments  as listed on
Schedule A (the "Portfolios"); and

     WHEREAS,   INVESCO  is  registered  as  an  investment  adviser  under  the
Investment  Advisers  Act of 1940,  and  engages  in the  business  of acting as
investment  adviser and providing certain other  administrative,  sub-accounting
and  recordkeeping  services  to certain  investment  companies,  including  the
Company; and

     WHEREAS,   the  Company   desires  to  retain  INVESCO  to  render  certain
administrative,  sub-accounting  and recordkeeping  services (the "Services") in
the manner and on the terms and conditions hereinafter set forth; and

     WHEREAS,  INVESCO  desires to be retained to perform such  services on said
terms and conditions;


     NOW,  THEREFORE,  in consideration of the premises and the mutual covenants
hereinafter contained, the Company and INVESCO agree as follows:

     1. The  Company  hereby  retains  INVESCO to provide,  or, upon  receipt of
written  approval  of the  Company  arrange  for other  corporations,  including
affiliates of INVESCO,  to provide to the  Portfolios  such  sub-accounting  and
recordkeeping  services  and  functions  as are  reasonably  necessary  for  the

<PAGE>

operation of the  Portfolios.  Such  services  shall  include,  but shall not be
limited to, preparation and maintenance of the following required books, records
and other  documents:  (i) journals  containing  daily  itemized  records of all
purchases and sales,  and receipts and deliveries of securities and all receipts
and disbursements of cash and all other debits and credits, in the form required
by Rule 31a-1(b)(1) under the Act; (ii) general and auxiliary ledgers reflecting
all asset, liability, reserve, capital, income and expense accounts, in the form
required  by Rules  31a-1(b)(2)(i)  - (iii)  under the Act;  (iii) a  securities
record or ledger reflecting  separately for each portfolio  security as of trade
date all "long" and "short"  positions carried by the Portfolios for the account
of the  Portfolios,  if any, and showing the location of all securities long and
the off-setting  position to all securities  short, in the form required by Rule
31a-1(b)(3) under the Act; (iv) a record of all portfolio purchases or sales, in
the form required by Rule  31a-1(b)(6)  under the Act; (v) a record of all puts,
calls, spreads, straddles and all other options, if any, in which the Portfolios
have any direct or indirect  interest or which the  Portfolios  have  granted or
guaranteed,  in the form  required  by Rule  31a-1(b)(7)  under the Act;  (vi) a
record of the proof of money balances in all ledger accounts maintained pursuant
to this Agreement,  in the form required by Rule 31a-1(b)(8)  under the Act; and
(vii) price  make-up  sheets and such  records as are  necessary  to reflect the
determination  of the  Portfolios'  net asset  value.  The  foregoing  books and
records shall be maintained and preserved by INVESCO in accordance  with and for
the time periods  specified by applicable rules and regulations,  including Rule
31a-2  under the Act.  All such books and records  shall be the  property of the
Company and, upon request therefor,  INVESCO shall surrender to the Company such
of the books and records so requested; and b) such sub-accounting, recordkeeping
and administrative services and functions,  which shall be furnished by a wholly
owned  subsidiary of INVESCO,  as are reasonably  necessary for the operation of
Portfolio  shareholder  accounts  maintained  by  certain  retirement  plans and
employee  benefit  plans for the benefit of  participants  in such  plans.  Such
services  and  functions  shall  include,  but  shall  not be  limited  to:  (i)
establishing new retirement plan participant accounts;  (ii) receipt and posting
of weekly, bi-weekly and monthly retirement plan contributions; (iii) allocation
of contributions to each participant's  individual account;  (iv) maintenance of
separate  account  balances  for each  source of  retirement  plan money  (i.e.,
company,  employee,  voluntary,   rollover)  invested  in  the  Portfolios;  (v)
purchase,  sale,  exchange  or  transfer  of  monies in the  retirement  plan as
directed by the relevant  party;  (vi)  distribution  of monies for  participant
loans, hardships, terminations, death or disability payments; (vii) distribution
of periodic payments for retired  participants;  (viii) posting of distributions
of interest,  dividends  and  long-term  capital  gains to  participants  by the
Portfolios;  (ix) production of monthly,  quarterly and/or annual  statements of
all activity in the  Portfolios  for the relevant  parties;  (x)  processing  of
participant  maintenance  information for investment  election changes,  address
changes,  beneficiary  changes and Qualified  Domestic  Relations  Orders;  (xi)
responding  to telephone and written  inquiries  concerning  investments  in the
Portfolios  retirement plan provisions and compliance  issues;  (xii) performing
discrimination testing and counseling employers on cure options on failed tests;
(xiii) preparation of 1099R and W2P participant IRS tax forms; (xiv) preparation
of, or  assisting  in the  preparation  of, 5500 Series tax forms,  Summary Plan
Descriptions and Determination  Letters;  and (xv) reviewing  legislative and
IRS changes to keep the retirement plan in compliance with applicable law.
<PAGE>

     2. INVESCO  shall,  at its own expense,  maintain  such staff and employ or
retain such  personnel and consult with such other persons as it shall from time
to  time  determine  to be  necessary  or  useful  to  the  performance  of  its
obligations  under  this  Agreement.  Without  limiting  the  generality  of the
foregoing,  such  staff and  personnel  shall be deemed to include  officers  of
INVESCO and  persons  employed  or  otherwise  retained by INVESCO to provide or
assist in providing the Services to the Portfolios.

     3. INVESCO shall, at its own expense, provide such office space, facilities
and equipment (including, but not limited to, computer equipment,  communication
lines  and  supplies)  and such  clerical  help and other  services  as shall be
necessary to provide the Services to the  Portfolios.  In addition,  INVESCO may
arrange  on behalf of a Company  to obtain  pricing  information  regarding  the
Portfolios' investment securities from such company or companies as are approved
by a majority  of the Fund's  board of  directors,  (the  "Directors")  and,  if
necessary,  the Company  shall be  financially  responsible  to such  company or
companies for the reasonable cost of providing such pricing information.

     4. The Company will, from time to time, furnish or otherwise make available
to  INVESCO  such  information  relating  to the  business  and  affairs  of the
Portfolios  as INVESCO may  reasonably  require in order to discharge its duties
and obligations hereunder.

     5. For the services rendered, facilities furnished, and expenses assumed by
INVESCO  under this  Agreement,  each Company  shall pay to INVESCO the fees set
forth on Schedule B.

     6. INVESCO will permit representatives of a Company including the Company's
independent  auditors to have reasonable  access to the personnel and records of
INVESCO  in order to enable  such  representatives  to  monitor  the  quality of
services  being  provided  and the level of fees due  INVESCO  pursuant  to this
Agreement.  In addition,  INVESCO shall  promptly  deliver to the Directors such
information  as may  reasonably  be  requested  from time to time to permit  the
Directors  to make an  informed  determination  regarding  continuation  of this
Agreement and the payments contemplated to be made hereunder.

     7. This Agreement  shall remain in effect until no later than May 31, 2001,
and from year to year thereafter  provided such continuance is approved at least
annually by the vote of a majority of the  Directors who are not parties to this
Agreement,  or  "interested  persons" (as defined in the Act) of any such party,
which vote must be cast in person at a meeting  called for the purpose of voting
on such approval; and further provided,  however, that (a) a Company may, at any
time and without the payment of any  penalty,  terminate  this  Agreement  (with
respect  to  itself  or one or more of its  Portfolios)  upon  thirty  (30) days
written notice to INVESCO; (b) the Agreement shall immediately  terminate in the
event of its assignment (within the meaning of the Act and the Rules thereunder)
<PAGE>

unless the Directors approve such assignment; and (c) INVESCO may terminate this
Agreement (or  terminate it with respect to a Company or one or more  Portfolios
thereof)  without  payment of penalty  on sixty  (60) days  written  notice to a
Company.  Any notice under this Agreement  shall be given in writing,  addressed
and delivered,  or mailed postage pre-paid,  to the other party at the principal
office of such party.

     8. This  Agreement  shall be construed in  accordance  with the laws of the
State of Colorado and the  applicable  provisions  of the Act. To the extent the
applicable law of the State of Colorado or any of the provisions herein conflict
with the applicable provisions of the Act, the latter shall control.

     IN WITNESS  WHEREOF,  the parties  hereto have executed and delivered  this
Agreement on the day and year first above written.

                              COMPANY (Listed in Schedule A)


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

ATTEST:

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


                              INVESCO

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


ATTEST:

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

<PAGE>
<TABLE>
<CAPTION>

                             ADMINISTRATIVE SERVICES
                                   SCHEDULE A

REGISTERED INVESTMENT COMPANY             FUNDS                                 EFFECTIVE DATE
------------------------------------------------------------------------------------------------
<S>                                       <C>                                   <C>
INVESCO COUNSELOR SERIES FUNDS, INC.(1),(2)                                     August 23, 2000
                                          Advantage Fund
                                          Advantage Global Health
                                             Sciences Fund(5)                   May 15, 2001

INVESCO BOND FUNDS, INC.                                                        June 1, 2000
                                          High Yield Fund
                                          Select Income Fund
                                          Tax-Free Bond Fund
                                          U.S. Government Securities Fund

INVESCO COMBINATION STOCK & BOND FUNDS, INC.                                    June 1, 2000
                                          Balanced Fund
                                          Core Equity Fund(9)
                                          Total Return Fund

INVESCO GLOBAL & INTERNATIONAL FUNDS, INC.(3),(13)
                                          European Fund                         June 1, 2000
                                          International Blue Chip Value Fund    June 1, 2000
                                          Global Growth Fund(4),(14)            November 1, 2002

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

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

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

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

                                   SCHEDULE A
                                   (CONTINUED)

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

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

INVESCO VARIABLE INVESTMENT FUNDS, INC.(7)                                      June 1, 2000
                                          VIF-Core Equity Fund(10)
                                          VIF-Dynamics Fund
                                          VIF-Growth Fund(8)
                                          VIF-Financial Services Fund
                                          VIF-Health Sciences Fund
                                          VIF-High Yield Fund
                                          VIF-Leisure Fund(8)
                                          VIF-Real Estate Opportunity Fund
                                          VIF-Small Company Growth Fund
                                          VIF-Technology Fund
                                          VIF-Telecommunications Fund
                                          VIF-Total Return Fund
                                          VIF-Utilities Fund
</TABLE>
(1)  Amended on August 23, 2000.
(2)  Amended November 8, 2000 -- On November 8, 2000 the name of the INVESCO
     Advantage Series Funds, Inc. was changed to INVESCO Counselor Series Funds,
     Inc.
(3)  Amended to reflect the liquidation and termination of Latin American Growth
     and Pacific Basic Funds on November 28, 2000.
(4)  Amended on November 29, 2000.
(5)  Amended on May 15, 2001.
(6)  Amended on September 28, 2001.
(7)  Amended to reflect the liquidation and termination of VIF-Market Neutral
     Fund on October 5, 2001.
(8)  Amended on October 19, 2001.
     Also,  on October  19,  2001 the names of the Blue Chip Growth Fund and the
     VIF-Blue Chip Growth Fund were changed to Growth Fund and VIF-Growth  Fund,
     respectively.
(9)  On March 29,  2002 the name of the Equity  Income  Fund was changed to Core
     Equity Fund.
(10) On April 30,  2002 the name of the  VIF-Equity  Income  Fund was changed to
     VIF-Core Equity Fund.
(11) Amended on July 31, 2002. Also, on July 31, 2002 the name of the Gold Fund
     was changed to Gold & Precious Metals Fund.
(12) Amended on August 30, 2002.
(13) On October 21, 2002, the name of INVESCO International Funds, Inc. was
     changed to INVESCO Global & International Funds, Inc.
(14) Amended on November 1, 2002 to convert Global Growth Fund from a series of
     INVESCO Counselor Series Funds, Inc. to a series of INVESCO International
     Funds, Inc.
(15) Amended on November 30, 2002 to convert Mid-Cap Gorwth Fund from a series
     of INVESCO Counselor Series Funds, Inc. to a series of INVESCO Stock Funds,
     Inc.
<PAGE>
                             ADMINISTRATIVE SERVICES
                                   SCHEDULE B

                    INVESCO COUNSELOR SERIES FUNDS, INC.(1)(2)
                    ---------------------------------------

For full compensation for services provided under this Agreement, the Fund pays
a monthly fee to INVESCO consisting of a base fee of $10,000 per year, plus an
additional incremental fee computed daily and paid monthly at an annual rate of
0.045% per year of the average net assets of the Fund.

                             INVESCO BOND FUNDS INC.
                  INVESCO COMBINATION STOCK & BOND FUNDS INC.(3)
                   INVESCO GLOBAL & INTERNATIONAL FUNDS, INC.(5)
                       INVESCO MANAGER SERIES FUNDS, INC.(4)
                        INVESCO MONEY MARKET FUNDS, INC.
                           INVESCO SECTOR FUNDS, INC.
                            INVESCO STOCK FUNDS, INC.
                     INVESCO TREASURERS SERIES FUNDS, INC.

For the services rendered,  facilities  furnished,  and expenses assumed by
INVESCO  under this  Agreement,  each Company shall pay to INVESCO a $10,000 per
year per Portfolio base fee, plus an additional  fee,  computed on a daily basis
and paid on a monthly  basis.  For  purposes of each daily  calculation  of this
additional fee, the most recently  determined net asset value of each Portfolio,
as determined by a valuation made in accordance  with each  Company's  procedure
for  calculating  each  Portfolio's  net asset value as described in each of the
Portfolios  respective  Prospectus  and/or Statement of Additional  Information,
shall be used.  The  additional  fee to INVESCO  under this  Agreement  shall be
computed at the annual rate of 0.045% of each Portfolio's daily net assets as so
determined.  During any period when the determination of a Portfolio's net asset
value is suspended by the Directors, the net asset value of that Portfolio as of
the last business day prior to such  suspension  shall,  for the purpose of this
Paragraph,  be deemed to be the net asset value at the close of each  succeeding
business  day until  the  applicable  Portfolio's  daily  net  assets  are again
determined.

Notwithstanding the foregoing paragraphs,  INVESCO,  pursuant to the terms of an
investment  advisory  agreement with INVESCO Treasurers Series Funds, Inc. dated
June 1, 1999, will not charge the Portfolios of INVESCO Treasurers Series Funds,
Inc.  any fees under  this  Administrative  Services  Agreement.  However,  this
commitment may be changed following consultation with the Directors.
<PAGE>
                    INVESCO VARIABLE INVESTMENT FUNDS, INC.
                    ---------------------------------------

For the services rendered, facilities furnished, and expenses assumed by INVESCO
under  this  Agreement,  the Fund  shall pay to  INVESCO a $10,000  per year per
Portfolio base fee, plus an additional  fee,  computed on a daily basis and paid
on a monthly basis.  For purposes of each daily  calculation of this  additional
fee,  the  most  recently  determined  net  asset  value of each  Portfolio,  as
determined  by a valuation  made in  accordance  with the Fund's  procedure  for
calculating  each  Portfolio's net asset value as described in each  Portfolio's
Prospectus  and/or  Statement  of  Additional  Information,  shall be used.  The
additional fee to INVESCO under this  Agreement  shall be computed at the annual
rate of 0.015% of each portfolio's daily net assets as so determined. During any
period when the  determination  of a Portfolio's net asset value is suspended by
the directors of the Fund,  the net asset value of a share of that  Portfolio as
of the last business day prior to such suspension shall, for the purpose of this
Paragraph,  be deemed to be the net asset value at the close of each  succeeding
business day until it is again determined.  Effective July 6, 1998 an additional
fee will be paid to INVESCO under the  Agreement  computed at the annual rate of
0.25% of each Portfolio's gross new assets (new sales of shares,  exchanges into
the Portfolio, and reinvestment of dividends and capital gains distributions) as
so determined.

(1)  Amended on August 23, 2000.
(2)  Amended November 8, 2000 -- On November 8, 2000 the name of the INVESCO
     Advantage Series Funds, Inc. was changed to INVESCO Counselor Series Funds,
     Inc.
(3)  Amended on May 13, 2002 to reflect the increase in the administrative
     services fee for Total Return Fund to 0.045% from 0.015%.
(4)  Amended on August 30, 2002.
(5)  On October 21, 2002, the name of INVESCO International Funds, Inc. was
     changed to INVESCO Global & International Funds, Inc.