AMENDMENT TO INVESTMENT ADVISORY AGREEMENT


     This is an Amendment to the Investment  Advisory Agreement made and entered
into between  INVESCO  International  Funds,  Inc. a Maryland  corporation  (the
"Fund") and INVESCO Funds Group, Inc., a Delaware corporation (the "Adviser") as
of the 28th day of February, 1997 (the "Agreement").


                                   WITNESSETH:

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

     WHEREAS, the Fund and the Adviser are affiliated companies; and

     WHEREAS, the Fund and the Adviser desire to modify certain of the terms and
conditions  set  forth in the  Agreement  in order to have the  Adviser  perform
investment  advisory,   statistical  research  and  certain  administrative  and
clerical  services  with respect to the  management  of the assets of the Fund's
allocable to the INVESCO Global Growth Fund ("Global Growth") and the Adviser is
willing and able to perform such services on the terms and  conditions set forth
in the Agreement.

     WHERAS,  effective  as of October 21,  2002,  the Fund  changed its name to
INVESCO Global & International Funds, Inc.

     NOW,  THEREFORE,  in  consideration  of the premises  and mutual  covenants
hereinafter  contained  in the  Agreement,  it is  agreed  that  the  terms  and
conditions of the Agreement  shall be applicable to the Fund's assets  allocable
to Global  Growth to the same extent as if Global  Growth was to be added to the
definition of  "Portfolios"  as utilized in the Agreement.  Furthermore,  Global
Growth shall pay the Adviser a fee for services provided to Global Growth by the
Advisor under the Agreement as follows:

     For the  services to be rendered and the charges and expenses to be assumed
     by the Adviser hereunder, the Fund shall pay to the Adviser an advisory fee
     which will be computed on a daily basis and paid as of the last day of each
     month, using for each daily calculation,  the most recently  determined net
     asset value ("NAV") of Global  Growth,  as  determined  in accordance  with
     Global Growth's prospectus and/or statement of additional  information.  As
     full compensation for its advisory  services to Global Growth,  the Adviser
     receives a monthly fee from Global  Growth.  The fee is  calculated  at the
     annual rate of 1.00% of the Portfolio's average NAV; and

     The name of the Fund is "INVESCO Global & International Funds, Inc."








     IN WITNESS  WHEREOF,  the parties have executed this  Agreement on this 1st
day of November, 2002.


                              INVESCO INTERNATIONAL FUNDS, INC.

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

ATTEST:
/s/Glen A. Payne
-------------------------
Glen A. Payne, Secretary
                              INVESCO FUNDS GROUP, INC.

                           By: /s/Ronald L. Grooms
                               ------------------------
                               Ronald L. Grooms, Senior
                               Vice President
ATTEST:
/s/Glen A. Payne
-------------------------
Glen A. Payne, Secretary