AMENDMENT TO SUB-ADVISORY AGREEMENT

      This is an Amendment to the  Sub-Advisory  Agreement made and entered into
between  INVESCO  Funds Group,  Inc.,  a Delaware  corporation  ("INVESCO")  and
INVESCO  Asset   Management   Limited,   a  United  Kingdom   corporation   (the
"Sub-Adviser") as of the 28th day of February, 1997 (the "Agreement").

                                   WITNESSETH:

      WHEREAS,  INVESCO  International Funds, Inc. (the "Company") is engaged in
business as a diversified,  open-end  management  investment  company registered
under the Investment Company Act of 1940, as amended and has multiple classes of
shares which are divided into several series, each representing an interest in a
separate portfolio of investments (collectively, the "Funds"); and

      WHEREAS, INVESCO and the Sub-Adviser desire to modify certain of the terms
and conditions set forth in the Agreement;

      NOW,  THEREFORE,  in  consideration  of the premises and mutual  covenants
hereinafter  contained,  the  Agreement  shall be,  and  hereby  is,  amended as
follows:

      1. All  references  to the INVESCO  Pacific Basin Fund shall be removed as
         the Portfolio was liquidated effective November 28, 2000 pursuant to an
         Agreement and Plan of Liquidation  and Termination at a special meeting
         of shareholders held on November 27th, 2000.

      IN WITNESS WHEREOF,  the parties have executed this Agreement on this 28th
day of November, 2000.

                                    INVESCO FUNDS GROUP, INC.

                                    By: /s/ Raymond R. Cunningham
                                        --------------------------------
                                        Raymond R. Cunningham, President

ATTEST:

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

                                    INVESCO ASSET MANAGEMENT LIMITED

                                    By:   /s/ Graeme Proudfoot
                                          --------------------------
                                          Graeme Proudfoot, Director