Prospectus May 1, 1997
As Supplemented December 16, 1997
INVESCO VARIABLE INVESTMENT FUNDS, INC.
INVESCO Variable Investment Funds, Inc. (the "Company"), a Maryland
corporation, is an open-end management investment company that offers shares of
common stock of nine diversified investment portfolios^. This Prospectus relates
to shares of five of the Portfolios: the INVESCO VIF - Industrial Income
Portfolio (the "Industrial Income Fund"), the INVESCO VIF - Total Return
Portfolio (the "Total Return Fund"), ^ the INVESCO VIF - High Yield Portfolio
(the "High Yield Fund"), ^ the INVESCO VIF - Small Company Growth Portfolio (the
"Small Company Growth Fund")^ and the INVESCO VIF Utilities Portfolio (the
"Utilities Fund"). The Company's shares are not offered directly to the public,
but are sold exclusively to life insurance companies ("Participating Insurance
Companies") as a pooled funding vehicle for variable annuity and variable life
insurance contracts issued by separate accounts of Participating Insurance
Companies. The Funds have the following investment objectives:
Industrial Income Fund:
to seek the best possible current income while following sound
investment practices. Capital growth potential is an additional
consideration in the selection of portfolio securities. The Fund
normally invests at least 65% of its total assets in dividend-paying
common stocks. Up to 10% of the Fund's total assets may be invested in
equity securities that do not pay regular dividends. The remaining
assets are invested in other income-producing securities, such as
corporate bonds. The Fund also has the flexibility to invest in other
types of securities.
Total Return Fund:
to seek a high total return on investment through capital appreciation
and current income. The Total Return Fund seeks to achieve its
investment objective by investing in a combination of equity securities
(consisting of common stocks and, to a lesser degree, securities
convertible into common stock) and fixed income securities.
<PAGE>
High Yield Fund:
to seek a high level of current income by investing substantially all
of its assets in lower-rated bonds and other debt securities and in
preferred stock. See "Risk Factors" for a description of the risks
involved in investing in lower-rated bonds. The Fund pursues its
investment objective through investment in a variety of long-term,
intermediate-term, and short-term bonds. Potential capital appreciation
is a factor in the selection of investments, but is secondary to the
Fund's primary objective.
Small Company Growth Fund:
to seek long-term capital growth. The Small Company Growth
Fund invests primarily in equity securities of small-
capitalization U.S. companies traded "over-the-counter."
^
Utilities Fund:
to seek capital appreciation and income. The assets of the Utilities
Fund are invested primarily in equity securities of companies
principally engaged in business as public utilities.
^
This Prospectus sets forth concisely the information about the Funds
that a prospective purchaser should know before purchasing a variable contract
from a Participating Insurance Company or allocating contract values to one or
more of the Funds. Please read this Prospectus and retain it for future
reference. Addition al information about the Funds has been filed with the
Securities and Exchange Commission and is available upon request by writing
INVESCO Funds Group, Inc., Post Office Box 173706, Denver, Colorado 80217-3706,
by calling 1-800-525-8085, or by contacting a Participating Insurance Company
and requesting the "Statement of Additional Information for INVESCO Variable
Investment Funds, Inc." (the "Statement of Additional Information"). The
Statement of Additional Information dated May 1, 1997, is incorporated by
reference into this Prospectus.
The High Yield Fund invests primarily in lower rated bonds, commonly known as
"junk bonds." Investments of this type are subject to greater risks, including
default risks, than those found in higher rated securities. Purchasers should
carefully assess the risks associated with an investment in the High Yield Fund.
See "Investment Objectives and Policies" and "Risk Factors."
<PAGE>
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE. THE SHARES OF THE FUNDS ARE NOT DEPOSITS OR OBLIGATIONS OF, OR
GUARANTEED OR ENDORSED BY, ANY BANK OR OTHER FINANCIAL INSTITUTION. THE SHARES
OF THE FUNDS ARE NOT FEDERALLY INSURED BY THE FEDERAL DEPOSIT INSURANCE
CORPORATION, THE FEDERAL RESERVE BOARD OR ANY OTHER AGENCY.
TABLE OF CONTENTS
Page
SUMMARY ......................................................................2
FINANCIAL HIGHLIGHTS...........................................................4
INVESTMENT OBJECTIVES AND POLICIES.............................................6
RISK FACTORS...................................................................9
INVESTMENT RESTRICTIONS.......................................................14
MANAGEMENT....................................................................15
PURCHASES AND REDEMPTIONS.....................................................18
TAX STATUS, DIVIDENDS AND DISTRIBUTIONS.......................................18
PERFORMANCE INFORMATION.......................................................19
ADDITIONAL INFORMATION........................................................20
APPENDIX .....................................................................21
<PAGE>
SUMMARY
The Company is a registered, open-end management investment company
that was organized as a Maryland corporation on August 19, 1993, and is
currently comprised of nine diversified investment portfolios^. This Prospectus
relates to shares of five of the portfolios: the INVESCO VIF - Industrial Income
Portfolio, the INVESCO VIF - Total Return Portfolio,^ the INVESCO VIF - High
Yield Portfolio, the INVESCO VIF - Small Company Growth Portfolio, ^ and the
INVESCO VIF - Utilities Portfolio ^. Additional portfolios may be created from
time to time. The overall supervision of each Fund is the responsibility of the
Company's board of directors.
The Company is intended to be a funding vehicle for variable annuity
contracts and variable life insurance contracts to be offered by separate
accounts of certain life insurance companies ("Participating Insurance
Companies"). Fund shares are not available for purchase other than through the
purchase of such contracts. The variable annuity and variable life insurance
contracts are described in separate prospectuses of the Participat ing Insurance
Companies (the "Separate Account Prospectuses"). The Company assumes no
responsibility for the Separate Account Prospectuses. A contract owner should
refer to the Separate Account Prospectuses for information on how to purchase or
surrender a contract, make partial withdrawals of contract values, allocate
contract values to one or more of the Funds, or change existing allocations
among investment alternatives, including the Funds.
Each Fund has its own distinct investment objective. There is, of
course, no guarantee that any Fund will achieve its investment objective. The
Industrial Income Fund seeks to attain its investment objective by investing at
least 65% of its total assets in dividend-paying common stocks, with up to 10%
of its total assets invested in equity securities that do not pay regular
dividends and the remainder invested in other income-producing securities, such
as corporate bonds. The Total Return Fund seeks to attain its investment
objective by investing in a combination of equity securities and fixed income
securities; ordinarily, its investment portfolio will be comprised of at least
30% equity securities and at least 30% debt securities, with the remaining 40%
allocated according to business, economic and market conditions.^ The High Yield
Fund seeks to attain its investment objective by investing substantially all of
its assets in lower rated bonds and other debt securities and in preferred
stock. See "Risk Factors" for a description of the risks involved in investing
in lower rated bonds. The Small Company Growth Fund seeks to attain its
investment objective by investing primarily in small-capitalization equity
securities of U.S. companies traded over-the-counter.^ The Utilities Fund seeks
to attain its investment objective by investing primarily in securities of
companies principally engaged in business as public utilities, which may be
either established, well-capitalized companies or newly formed, small
capitalization companies.^ A discussion of each Fund's investment objective and
<PAGE>
policies is provided below under the caption "Investment Objectives and
Policies."
Various types of risks are involved with each Fund. Each Fund may lend
portfolio securities and may enter into repurchase agreements with respect to
debt instruments eligible for investment by that Fund. Each Fund may invest up
to 15% of its net assets in illiquid securities. Each Fund also may invest up to
25% of its total assets directly in foreign securities, which present certain
additional risks not associated with investments in domestic companies and
markets. Securities of Canadian issuers and securities purchased by means of
American Depository Receipts ("ADRs") are not subject to this 25% limitation.
The High Yield Fund may invest without limit, the Industrial Income Fund may
invest up to 15%, and the Small Company Growth Fund may invest up to 5% of its
total assets, in lower-rated debt securities that present a greater risk of
default and have prices that fluctuate more than those of higher-rated
securities. Many securities purchased by the Small Company Growth Fund will not
be listed on exchanges, may trade less frequently and in smaller volume than
exchange-listed securities and may have greater price volatility and less
liquidity than exchange-listed securities. ^ The Utilities Fund is subject to
risks related to the uncertainties to which the gas and electric public
utilities industries are subject, including difficulties in obtaining adequate
financing, government regulation of investment return, environmental issues,
prices of fuel for electric generation, availability of natural gas, and risks
associated with nuclear power facilities. Each of the Funds may invest in
options and futures contracts, each of which presents special risks. These and
other risks are discussed below under the caption "Risk Factors."
INVESCO Funds Group, Inc. ("INVESCO"), the Funds' investment adviser,
is primarily responsible for providing the Company with various administrative
services and supervising the Company's daily business affairs. Portfolio
management is provided to each Fund by its sub-adviser (referred to collectively
with INVESCO as "Fund Management"). INVESCO Capital Management, Inc. ("ICM")
serves as sub-adviser to the Total Return Fund and INVESCO Trust Company
("INVESCO Trust") serves as sub-adviser to each of the other Funds. Each Fund
pays INVESCO an advisory fee for the management of its investments and business
affairs. A discussion of these fees and additional information about INVESCO,
INVESCO Trust and ICM are provided below under the caption "Management."
<PAGE>
FINANCIAL HIGHLIGHTS
(For a Fund Share Outstanding Throughout Each Period)
The following information has been audited by Price Waterhouse LLP,
independent accountants. This information should be read in conjunction with the
audited financial statements and the Report of Independent Accountants thereon
appearing in the Company's 1996 Annual Report to Shareholders which is
incorporated by reference into the Statement of Additional Information. Both are
available without charge by contacting INVESCO Funds Group, Inc. at the address
or telephone number shown on the cover page of this Prospectus, or by contacting
a Participating Insurance Company. Because ^ Small Company Growth Fund had not
commenced operations ^ as of May 1, 1997, no financial information is provided
for ^ this Fund.
Period
Ended Dec-
Year Ended December 31 ember 31
------------------------------- ----------
1996 1995 1994^
High Yield Portfolio
PER SHARE DATA
Net Asset Value -
Beginning of Period $11.04 $10.01 $10.00
------------------------------- ----------
INCOME FROM INVESTMENT
OPERATIONS
Net Investment Income 0.72 0.55 0.05
Net Gains on Securities
(Both Realized and
Unrealized) 1.11 1.43 0.01
------------------------------- ----------
Total from Investment
Operations 1.83 1.98 0.06
------------------------------- ----------
LESS DISTRIBUTIONS
Dividends from Net
Investment Income 0.71 0.55 0.05
Distributions from
Capital Gains 0.38 0.40 0.00
------------------------------- ----------
Total Distributions 1.09 0.95 0.05
------------------------------- ----------
Net Asset Value -
End of Period $11.78 $11.04 $10.01
=============================== ==========
TOTAL RETURN> 16.59% 19.76% 0.60%*
<PAGE>
RATIOS
Net Assets -- End of
Period ($000 Omitted) $14,033 $5,233 $624
Ratio of Expenses to
Average Net Assets# 0.87%@ 0.97%@ 0.74%~
Ratio of Net Investment
Income to Average
Net Assets# 9.19% 8.79% 2.72%~
Portfolio Turnover Rate 380% 310% 23%*
^ From May 27, 1994, commencement of operations, to December 31, 1994.
> Total return does not reflect expenses that apply to the related insurance
policies, and inclusion of these charges would reduce the total return for the
periods shown.
* Based on operations for the period shown and, accordingly, are not
representative of a full year.
# Various expenses of the Portfolio were voluntarily absorbed by IFG for the
years ended December 31, 1996 and 1995 and the period ended December 31, 1994.
If such expenses had not been voluntarily absorbed, ratio of expenses to average
net assets would have been 1.32%, 2.71% and 30.38%, respectively, and ratio of
net investment income to average net assets would have been 8.74%, 7.05% and
(26.92%), respectively.
@ Ratio is based on Total Expenses of the Portfolio, less Expenses Absorbed by
Investment Adviser, which is before any expense offset arrangements.
~ Annualized
<PAGE>
Period
Ended Dec-
Year Ended December 31 ember 31
----------------------------- ----------
1996 1995 1994^
Industrial Income Portfolio
PER SHARE DATA
Net Asset Value -
Beginning of Period $12.58 $10.09 $10.00
----------------------------- ----------
INCOME FROM INVESTMENT
OPERATIONS
Net Investment Income 0.28 0.19 0.03
Net Gains on Securities
(Both Realized and
Unrealized) 2.52 2.76 0.09
----------------------------- ----------
Total from Investment
Operations 2.80 2.95 0.12
----------------------------- ----------
LESS DISTRIBUTIONS
Dividends from Net
Investment Income+ 0.28 0.20 0.03
Distributions from
Capital Gains 0.77 0.26 0.00
----------------------------- ----------
Total Distributions 1.05 0.46 0.03
----------------------------- ----------
Net Asset Value -
End of Period $14.33 $12.58 $10.09
============================= ==========
TOTAL RETURN> 22.28% 29.25% 1.23%*
RATIOS
Net Assets -
End of Period
($000 Omitted) $22,342 $8,362 $525
Ratio of Expenses to
Average Net Assets# 0.95%@ 1.03%@ 0.79%~
Ratio of Net Investment
Income to Average
Net Assets# 2.87% 3.50% 1.69%~
Portfolio Turnover Rate 93% 97% 0%*
Average Commission
Rate Paid^^ $0.0867 - -
<PAGE>
^ From August 10, 1994, commencement of operations, to December 31, 1994.
+ Distributions in excess of net investment income for the year ended December
31, 1996, aggregated less than $0.01 on a per share basis.
> Total return does not reflect expenses that apply to the related insurance
policies, and inclusion of these charges would reduce the total return for the
periods shown.
* Based on operations for the period shown and, accordingly, are not
representative of a full year.
# Various expenses of the Portfolio were voluntarily absorbed by IFG for the
years ended December 31, 1996 and 1995 and the period ended December 31, 1994.
If such expenses had not been voluntarily absorbed, ratio of expenses to average
net assets would have been 1.19%, 2.31% and 32.55%, respectively, and ratio of
net investment income to average net assets would have been 2.63%, 2.22% and
(30.07%), respectively.
@ Ratio is based on Total Expenses of the Portfolio, less Expenses Absorbed by
Investment Adviser, which is before any expense offset arrangements.
~ Annualized
^^ The average commission rate paid is the total brokerage commissions paid on
applicable purchases and sales of securities for the period divided by the total
number of related shares purchased or sold which is required to be disclosed for
fiscal years beginning September 1, 1995 and thereafter.
<PAGE>
Period
Ended Dec-
Year Ended December 31 ember 31
----------------------------- ----------
1996 1995 1994^
Total Return Portfolio
PER SHARE DATA
Net Asset Value -
Beginning of Period $12.14 $10.09 $10.00
----------------------------- ----------
INCOME FROM INVESTMENT
OPERATIONS
Net Investment Income 0.36 0.25 0.09
Net Gains on Securities
(Both Realized and
Unrealized) 1.12 2.05 0.09
----------------------------- ----------
Total from Investment
Operations 1.48 2.30 0.18
----------------------------- ----------
LESS DISTRIBUTIONS
Dividends from Net
Investment Income 0.36 0.24 0.09
In Excess of Net
Investment Income 0.05 0.00 0.00
Distributions from
Capital Gains 0.00 0.01 0.00
----------------------------- ----------
Total Distributions 0.41 0.25 0.09
----------------------------- ----------
Net Asset Value -
End of Period $13.21 $12.14 $10.09
============================= ==========
TOTAL RETURN> 12.18% 22.79% 1.75%*
RATIOS
Net Assets -
End of Period
($000 Omitted) $13,513 $6,553 $1,055
Ratio of Expenses to
Average Net Assets# 0.94%@ 1.01%@ 0.86%~
Ratio of Net Investment
Income to Average
Net Assets# 3.44% 3.91% 3.86%~
Portfolio Turnover Rate 12% 5% 0%*
Average Commission
Rate Paid^^ $0.0890 - -
^ From June 2, 1994, commencement of operations, to December 31, 1994.
<PAGE>
> Total return does not reflect expenses that apply to the related insurance
policies, and inclusion of these charges would reduce the total return for the
periods shown.
* Based on operations for the period shown and, accordingly, are not
representative of a full year.
# Various expenses of the Portfolio were voluntarily absorbed by IFG for the
years ended December 31, 1996 and 1995 and the period ended December 31, 1994.
If such expenses had not been voluntarily absorbed, ratio of expenses to average
net assets would have been 1.30%, 2.51% and 16.44%, respectively, and ratio of
net investment income to average net assets would have been 3.08%, 2.41% and
(11.72%), respectively.
@ Ratio is based on Total Expenses of the Portfolio, less Expenses Absorbed by
Investment Adviser, which is before any expense offset arrangements.
~ Annualized
^^ The average commission rate paid is the total brokerage commissions paid on
applicable purchases and sales of securities for the period divided by the total
number of related shares purchased or sold which is required to be disclosed for
fiscal years beginning September 1, 1995 and thereafter.
<PAGE>
Period
Ended Dec-
Year Ended December 31 ember 31
----------------------------- ----------
1996 1995 1994+
Utilities Portfolio
PER SHARE DATA
Net Asset Value -
Beginning of Period $10.84 $10.00 $10.00
----------------------------- ----------
INCOME FROM INVESTMENT
OPERATIONS
Net Investment Income 0.13 0.07 0.00
Net Gains on Securities
(Both Realized and
Unrealized) 1.26 0.84 0.00
----------------------------- ----------
Total from Investment
Operations 1.39 0.91 0.00
----------------------------- ----------
LESS DISTRIBUTIONS
Dividends from Net
Investment Income 0.13 0.07 0.00
In Excess of Net
Investment Income 0.01 0.00 0.00
Distributions from
Capital Gains 0.14 0.00 0.00
----------------------------- ----------
Total Distributions 0.28 0.07 0.00
----------------------------- ----------
Net Asset Value -
End of Period $11.95 $10.84 $10.00
============================= ==========
TOTAL RETURN> 12.76% 9.08% 0.00%
RATIOS
Net Assets -
End of Period
($000 Omitted) $2,660 $290 $25
Ratio of Expenses to
Average Net Assets# 1.16%@ 1.80%@ 0.00%
Ratio of Net Investment
Income to Average
Net Assets# 2.92% 2.47% 0.00%
Portfolio Turnover Rate 48% 24% 0%
Average Commission Rate
Paid^^ $0.1055 - -
<PAGE>
+ All of the expenses for the Portfolio were voluntarily absorbed by IFG for the
period ended December 31, 1994, since investment operations did not commence
during 1994.
> Total return does not reflect expenses that apply to the related insurance
policies, and inclusion of these charges would reduce the total return for the
periods shown.
# Various expenses of the Portfolio were voluntarily absorbed by IFG for the
years ended December 31, 1996 and 1995. If such expenses had not been
voluntarily absorbed, ratio of expenses to average net assets would have been
5.36% and 57.13%, respectively, and ratio of net investment income to average
net assets would have been (1.28%) and (52.86%), respectively.
@ Ratio is based on Total Expenses of the Portfolio, less Expenses Absorbed by
Investment Adviser, which is before any expense offset arrangements.
^^ The average commission rate paid is the total brokerage commissions paid on
applicable purchases and sales of securities for the period divided by the total
number of related shares purchased or sold which is required to be disclosed for
fiscal years beginning September 1, 1995 and thereafter.
<PAGE>
INVESTMENT OBJECTIVES AND POLICIES
The investment objective of each Fund, as described below, is
fundamental and may be changed only by vote of a majority of the outstanding
shares of that Fund. There is no assurance that any Fund will achieve its
investment objective. Any investment policy of a Fund may be changed by the
Company's board of directors without shareholder approval unless the policy is
one required by the Fund's fundamental investment restrictions set forth in the
Statement of Additional Information. When Fund Management believes market or
economic conditions are unfavorable, each of the Funds may assume a defensive
position by temporarily investing up to 100% of its total assets in high quality
money market instruments, such as short-term U.S. government obligations,
commercial paper or repurchase agreements, high quality corporate bonds or
notes, or by holding cash.
Because prices of stocks fluctuate from day to day, the value of an
investment in any of the Funds will vary based upon the specific Fund's
investment performance. Many of the Funds invest in different companies in a
variety of industries in order to attempt to reduce its overall exposure to
investment and market risks. There is no assurance that any Fund will attain its
objectives.
Industrial Income Fund
The investment objective of the Industrial Income Fund is to seek the
best possible current income while following sound investment practices. Capital
growth potential is an additional consideration in the selection of portfolio
securities.
The Industrial Income Fund normally invests at least 65% of its total
assets in dividend-paying common stocks. Up to 10% of the Fund's total assets
may be invested in equity securities that do not pay regular dividends. The
remaining assets are invested in other income-producing securities, such as
corporate bonds and other straight debt securities ("debt securities"). The Fund
also has the flexibility to invest in preferred stock and convertible bonds.
There is no maximum limit on the amount of equity or debt securities in which
the Fund may invest.
The Industrial Income Fund may invest no more than 15% of its total
assets in debt securities that are rated below BBB by Standard & Poor's Ratings
Services, a division of The McGraw-Hill Companies, Inc. ("Standard & Poor's"),
or Baa by Moody's Investors Service, Inc. ("Moody's"), and in no event will the
Fund ever invest in a debt security rated below CCC by Standard & Poor's or Caa
by Moody's. Generally, bonds rated in one of the top four rating categories are
considered "investment grade." However, those in the fourth highest category
(Standard & Poor's BBB or Moody's Baa) may have speculative characteristics and
a weaker ability to pay interest or repay principal under adverse economic
<PAGE>
conditions or changing circumstances. The risks of investing in debt securities
rated lower than BBB by Standard & Poor's or Baa by Moody's are discussed below
under the caption "Risk Factors." See the Appendix to this Prospectus for a
specific description of each corporate bond rating category.
^
Total Return Fund
The investment objective of the Total Return Fund is to seek a high
total return on investment through capital appreciation and current income. The
Fund seeks to accomplish its objective by investing in a combination of equity
securities and fixed income securities. Although there is no limitation on the
maturity of the Total Return Fund's investments in fixed income securities, the
dollar-weighted average maturity of such investments normally will be from 3 to
15 years.
The equity securities to be acquired by the Total Return Fund consist
of common stocks and, to a lesser extent, securities convertible into common
stocks. Such securities generally will be issued by companies that are listed on
a national securities exchange (such as the New York Stock Exchange) and that
usually pay regular dividends. However, the Fund also may invest in securities
traded on regional stock exchanges or in the over-the-counter market. The
Company has not established any minimum investment standards (such as an
issuer's asset level, earnings history, type of industry, dividend payment
history, etc.) with respect to the Fund's investments in common stocks. Because
smaller companies may be subject to more significant losses, as well as have the
potential for more substantial growth, than larger, more established companies,
the Fund's investments may consist in part of securities that may be deemed to
be speculative.
The income securities to be acquired by the Total Return Fund will
include obligations of the U.S. government and government agencies. These U.S.
government obligations consist of direct obligations of the U.S. government,
such as U.S. Treasury bills, notes and bonds, obligations guaranteed by the U.S.
government, such as Government National Mortgage Association obligations, and
obligations of U.S. government authorities, agencies and instrumentalities,
which are supported only by the assets of the issuer, such as the Federal
National Mortgage Association, Federal Home Loan Bank, Federal Financing Bank
and Federal Farm Credit Bank. In the case of securities not backed by the full
faith and credit of the United States, the Fund must look principally to the
agency issuing or guaranteeing the obligation for ultimate repayment, and may
not be able to assert a claim against the United States itself in the event the
agency or instrumentality does not meet its commitments. The Fund will invest in
securities of such instrumentalities only when Fund Management is satisfied that
the credit risk with respect to any such instrumentality is minimal.
<PAGE>
The Total Return Fund also may invest in corporate debt obligations
that are rated in one of the four highest ratings of corporate obligations by
Standard & Poor's (AAA, AA, A and BBB) or by Moody's (Aaa, Aa, A and Baa), or,
if not rated, that in Fund Management's opinion have investment characteristics
similar to those described in such ratings. The investment characteristics of
the securities rated Baa by Moody's or BBB by Standard & Poor's are discussed
above in the description of the investment policies of the Industrial Income
Fund. See the Appendix to this Prospectus for a specific description of each
corporate bond rating category.
Typically, at least 30% of the Total Return Fund's investment portfolio
will be comprised of equities and at least 30% fixed and variable income
securities. The remaining 40% of the portfolio will vary in asset allocation
according to Fund Management's assessment of business, economic, and market
conditions. The analytical process associated with making allocation decisions
is based upon a combination of demonstrated historic financial results, current
prices for stocks, and the current yield to maturity available in the market for
bonds. The return available from one category relative to the other determines
the actual asset deployment. Fund Management's asset allocation process is
systematic and is based on current information rather than forecasted change.
The Fund seeks reasonably consistent returns over a variety of market cycles.
Small Company Growth Fund
The Small Company Growth Fund seeks long-term capital growth. This
investment objective is fundamental and may not be changed without the approval
of the Fund's shareholders. The Fund seeks to achieve this objective through the
investment of 65% or more of its total assets in equity securities of companies
with market capitalizations of $1 billion or less at the time of purchase
("small-cap companies"). The balance of the Fund's assets may be invested in the
equity securities of companies with market capitalizations in excess of $1
billion, debt securities and short-term investments. With respect to small-cap
companies, Fund Management primarily looks for companies in the developing
stages of their life cycle, which are believed to be currently undervalued in
the marketplace, have earnings which may be expected to grow faster than the
U.S. economy in general, and/or offer the potential for accelerated earnings
growth due to rapid growth of sales, new products, management changes, or
structural changes in the economy.
The majority of the Small Company Growth Fund's holdings consist of
common stocks traded over-the-counter. The Fund also has the flexibility to
invest in other U.S. and foreign securities.
The Small Company Growth Fund's investments in debt securities include
U.S. government and corporate debt securities. Investments in U.S.
government securities may consist of securities issued or guaranteed by the U.S.
government and any agency or instrumentality of the U.S. government. In some
<PAGE>
cases, these securities are direct obligations of the U.S. government, such as
U.S. Treasury bills, notes and bonds. In other cases, these securities are
obligations guaranteed by the U.S. government, consisting of Government National
Mortgage Association obligations, or obligations of U.S. government authorities,
agencies or instrumentalities, consisting of the Federal National Mortgage
Association, Federal Home Loan Bank, Federal Financing Bank and Federal Farm
Credit Bank, which are supported only by the assets of the issuer. The Fund may
invest in both investment grade and lower-rated corporate debt securities.
However, the Fund will not invest more than 5% of its total assets (measured at
the time of purchase) in corporate debt securities that are rated below BBB by
Standard & Poor's or Baa by Moody's or, if unrated, are judged by Fund
Management to be equivalent in quality to debt securities having such ratings.
In no event will the Fund invest in a debt security rated below CCC by Standard
& Poor's or Caa by Moody's. The risks of investing in below-investment grade
debt securities are discussed below under "Risk Factors." For a description of
each corporate bond rating category, please refer to the Appendix to this
Prospectus.
The short-term investments of the Small Company Growth Fund may consist
of U.S. government and agency securities, domestic bank certificates of deposit
and bankers' acceptances, and commercial paper rated A-1 by Standard and Poor's
or P-1 by Moody's, as well as repurchase agreements with banks and registered
broker-dealers and registered government securities dealers with respect to the
foregoing securities. The Fund's assets invested in U.S. government securities
and short-term investments will be used to meet current cash requirements, such
as to satisfy requests to redeem shares of the Fund and to preserve investment
flexibility.
The Small Company Growth Fund may invest in illiquid securities,
including securities that are subject to restrictions on resale and securities
that are not readily marketable. The Fund may also invest in Rule 144A
Securities. For more information concerning illiquid and Rule 144A Securities,
see "Investment Policies" in the Statement of Additional Information.
High Yield Fund
The investment objective of the High Yield Fund is to seek a high level
of current income by investing substantially all of its assets in lower rated
bonds and other debt securities and in preferred stock. Accordingly, the Fund
invests primarily in bonds and other debt securities, including convertible and
non-convertible issues, and in preferred stocks rated in medium and lower
categories by Standard & Poor's or Moody's (BB or lower by Standard & Poor's or
Ba or lower by Moody's). The Fund does not invest in securities rated lower than
CCC by Standard & Poor's or Caa by Moody's; these ratings are applied to issues
that are predominantly speculative and may be in default or as to which there
may be present elements of danger with respect to principal or interest. The
Fund does not invest in issues that are in default. The Fund may invest in
<PAGE>
unrated securities where Fund Management believes that the financial condition
of the issuer or the protection afforded to a level similar to that of
securities eligible for purchase by the Fund rated in medium and lower
categories by Standard & Poor's or Moody's (between BB and CCC ratings by
Standard & Poor's and between Ba and Caa ratings by Moody's). The Fund also may
invest in state and local municipal obligations when Fund Management believes
that the potential total return on the investment is better than the return that
otherwise would be achieved by investing in securities issued by private
issuers. See the Appendix to this Prospectus for a specific description of each
corporate bond rating category.
The High Yield Fund also may hold cash or invest all or a portion of
its assets in securities issued or guaranteed by the U.S. government or its
agencies (which may or may not be backed by the full faith and credit of the
United States) and bank certificates of deposit, if Fund Management determines
it to be appropriate for purposes of preserving liquidity or capital in light of
prevailing market or economic conditions. The Fund also may invest in corporate
short-term notes rated at the time of purchase at least A-1 by Standard & Poor's
or Prime-1 by Moody's, and municipal short-term notes rated at the time of
purchase at least SP-1 by Standard & Poor's or MIG-1 by Moody's (the highest
rating category for such notes, indicating a very strong capacity to make timely
payments of principal and interest).
Potential capital appreciation is a factor in the selection of
investments, but is secondary to the High Yield Fund's primary objective. The
securities in which the Fund invests offer a wide range of maturities (from less
than one year to thirty years) and yields. These securities include short-term
bonds or notes (maturing in less than three years), intermediate-term bonds or
notes (maturing in three to ten years), and long-term bonds (maturing in more
than ten years). Fund Management will seek to adjust the portfolio of securities
held by the Fund to maximize current income consistent with the preservation of
principal.
There are no limitations on the average maturity of the securities in
the High Yield Fund. Securities will be selected on the basis of Fund
Management's assessment of interest rate trends and the liquidity of various
instruments under prevailing market conditions. As a matter of policy, which may
be changed without a vote of shareholders, under normal circumstances, at least
65% of the value of the total assets of the Fund will be invested in debt
securities having maturities at the time of issuance of at least three years.
Securities in which the High Yield Fund invests may at times be
purchased or sold on a delayed delivery or a when-issued basis (i.e., securities
may be purchased or sold by the Fund with settlement taking place in the future,
often a month or more later). The High Yield Fund may invest up to 10% of its
net assets in when-issued securities. The payment obligation and the interest
<PAGE>
rate that will be received on the securities are fixed at the time the Fund
enters into a purchase commitment. Between the date of purchase and the
settlement date, the value of the securities is subject to market fluctuations,
and no interest is payable to the Fund prior to the settlement date. When the
Fund purchases securities on a when-issued basis, its custodian bank will place
cash or liquid debt securities in a separate account of the Fund in an amount
equal to the amount of the purchase obligation.
^
Utilities Fund
The investment objective of the Utilities Fund is to seek capital
appreciation and income. The assets of the Utilities Fund are invested primarily
in securities of companies principally engaged in business as public utilities,
which may be either established, well-capitalized companies or newly-formed,
small capitalization companies. The public utilities business includes the
following industries: companies which manufacture, produce, generate, transmit,
or sell gas or electric energy; and companies engaged in various aspects of
communications, such as telephone, telegraph, satellite, microwave, and the
provision of other communication facilities, excluding broadcasting, for public
use and benefit. Uncertainties to which the gas and electric public utilities
industries are subject include difficulties in obtaining adequate financing and
investment return, environmental issues, prices of fuel for electric generation,
availability of natural gas, and risks associated with nuclear power facilities.
Under normal conditions, the Utilities Fund will invest at least 80% of
its total assets in the equity securities (common stocks and securities
convertible into common stocks, including convertible debt obligations and
convertible preferred stock) of companies that are principally engaged in
business as public utilities, and that are traded on regional or national stock
exchanges or in the over-the-counter market. A particular company is deemed to
be principally engaged in the public utilities business if, in the determination
of Fund Management, more than 50% of its gross income or net sales is derived
from activities in that business or more than 50% of its assets are dedicated to
the production of revenues from that business. In circumstances where, based on
available financial information, a question exists whether a company meets one
of these standards, the Utilities Fund may invest in equity securities of the
company only if Fund Management determines, after review of information
describing the company and its business activities, that the company's primary
business is within the public utilities business.
The balance of the Utilities Fund's assets may be held as cash or
invested in debt securities issued by companies principally engaged in the
public utilities business, debt or equity securities issued by companies outside
the public utilities sector, or in short-term debt obligations maturing no later
than one year from the date of purchase, which are determined by Fund Management
<PAGE>
to be of high grade, including U.S. government and agency securities, domestic
bank certificates of deposit, commercial paper rated A-2 or higher by Standard &
Poor's or P-2 or higher by Moody's, and repurchase agreements with banks and
securities dealers. The equity securities purchased may be issued by either
established, well-capitalized companies or newly-formed, small cap companies,
and may be traded on national or regional stock exchanges or in the
over-the-counter market.
^
RISK FACTORS
Contract owners should consider the special factors associated with the
policies discussed below in determining the appropriate ness of allocating
contract values to one or more of the Funds. See the Statement of Additional
Information for a discussion of additional risk factors.
Potential Conflicts
The Company has received an exemptive order of the Securities and
Exchange Commission that permits the sale of Fund shares to variable annuity
separate accounts and variable life insurance separate accounts of affiliated
and unaffiliated Participating Insurance Companies. The Company currently does
not foresee any disadvantages to the owners of variable annuity or variable life
insurance contracts arising from the fact that the interests of those owners may
differ. Nevertheless, the Company's board of directors will monitor events in
order to identify any material irreconcilable conflicts which may possibly arise
due to differ ences of tax treatment or other considerations and to determine
what action, if any, should be taken in response thereto.
Credit and Market Risks
All securities, including those purchased by each Fund, are subject to
some degree of credit risk and market risk. Credit risk refers to the ability of
an issuer of a debt security to pay its principal and interest, and to the
earnings stability and overall financial soundness of an issuer of an equity
security. Market risk refers to the volatility of a security's price in response
to changes in conditions in securities markets in general and, particularly in
the case of debt securities, changes in the overall level of interest rates. An
increase in interest rates will tend to reduce the market values of debt
securities, whereas a decline in interest rates will tend to increase their
values.
To limit exposure to credit risks, each Fund, as a matter of
fundamental policy, will be diversified. With respect to 75% of each Fund's
total assets, no more than 5% of the purchasing Fund's total assets will be
invested in the securities of any one issuer. In addition, with the exception of
the Health Sciences, Technology and Utilities Funds, no more than 25% of a
<PAGE>
Fund's total assets will be invested in any one industry. These percentage
limitations apply immediately after a purchase or initial investment. Any
subsequent change in a percentage resulting from fluctuations in value will not
require elimination of any security from a Fund. The credit risk exposure of the
Health Sciences, Technology and Utilities Funds may be increased by their policy
of concentrating investments in specific business sectors. See "Risk Factors --
Concentration."
Portfolio Lending
Each Fund may make loans of its portfolio securities to broker-dealers
or other institutional investors under contracts requiring such loans to be
callable at any time and to be secured continuously by collateral in cash, cash
equivalents, high quality short-term government securities or irrevocable
letters of credit maintained on a current basis at an amount at least equal to
the market value of the securities loaned. This practice permits a Fund to earn
income, which, in turn, can be invested in additional securities to pursue the
Fund's investment objective. The lending Fund will continue to collect the
equivalent of the interest or dividends paid by the issuer on the securities
loaned and will also receive either interest (through investment of cash
collateral) or a fee (if the collateral is government securities). A lending
Fund may pay finder's and other fees in connection with its securities loans.
Lending securities involves certain risks, the most signifi cant of
which is the risk that a borrower may fail to return a portfolio security. Fund
Management monitors the creditworthiness of borrowers in order to minimize such
risks. A Fund will not lend any security if, as a result of that loan, the
aggregate value of securities then on loan would exceed 331/3% of the Fund's
total assets (taken at market value).
Repurchase Agreements
Each Fund may enter into repurchase agreements with respect to debt
instruments eligible for investment by that Fund. These agreements are entered
into with member banks of the Federal Reserve System, registered broker-dealers,
and registered govern ment securities dealers which are deemed creditworthy by
Fund Management (subject to review by the Company's board of directors). A
repurchase agreement is a means of investing monies for a short period. In a
repurchase agreement, the Fund acquires a debt instrument (generally a security
issued by the U.S. government or an agency thereof, a banker's acceptance or a
certificate of deposit) subject to resale to the seller at an agreed upon price
and date (normally the next business day). If the other party defaults on its
obligation to repurchase the security, a Fund could incur costs or delays in
seeking to sell the security.
<PAGE>
To minimize risks associated with repurchase agreements, the securities
underlying each repurchase agreement will be maintained with the Company's
custodian in an amount at least equal to the repurchase price under the
agreement (including accrued interest), and such agreements will be effected
only with parties that meet certain creditworthiness standards established by
the Company's board of directors. No Fund will enter into a repurchase agreement
maturing in more than seven days if as a result more than 15% of that Fund's net
assets would be invested in such repurchase agreements and other illiquid
securities.
Portfolio Turnover
There are no fixed limitations regarding portfolio turnover for any of
the Funds. Although the Funds do not trade for short-term profits, securities
may be sold without regard to the time they have been held in a Fund when, in
the opinion of Fund Management, market considerations warrant such action.
Therefore, the portfolio turnover rates of the Funds may be higher than those of
other investment companies with comparable investment objectives. Increased
portfolio turnover would cause a Fund to incur greater brokerage costs than
would otherwise be the case. The actual portfolio turnover rates for ^ the High
Yield, Industrial Income, Total Return and Utilities Funds are set forth under
"Financial Highlights." ^ The Small Company Growth Fund is actively traded and
is expected to have a portfolio turnover rate that could exceed 200%. The
Company's brokerage allocation policies, including the consideration of sales of
Participating Life Insurance Companies' variable annuity and variable life
insurance contracts when selecting among qualified brokers offering comparable
best price and execution on Fund transactions, are discussed in the Statement of
Additional Information.
Illiquid and Rule 144A Securities
The Funds are authorized to invest in securities that are illiquid
because they are subject to restrictions on their resale ("restricted
securities") or because, based upon their nature or the market for such
securities, they are not readily marketable. However, a Fund will not purchase
any such security if the purchase would cause the Fund to invest more than 15%
of its net assets in illiquid securities. Repurchase agreements maturing in more
than seven days will be considered illiquid for purposes of this restriction.
Investments in illiquid securities involve certain risks to the extent that a
Fund may be unable to dispose of such a security at the time desired or at a
reasonable price. In addition, in order to resell a restricted security, a Fund
might have to bear the expense and incur the delays associated with effecting
registration.
Certain restricted securities that are not registered for sale to the
general public, but that can be resold to institutional investors ("Rule 144A
Securities"), may be purchased without regard to the foregoing 15% limitation if
a liquid institutional trading market exists. The liquidity of a Fund's
investments in Rule 144A Securities could be impaired if dealers or
<PAGE>
institutional investors become uninterested in purchasing these securities. The
Company's board of directors has delegated to Fund Management the authority to
determine the liquidity of Rule 144A Securities pursuant to guidelines approved
by the board. For more information concerning Rule 144A Securities, see the
Statement of Additional Information.
Foreign Securities
Each Fund may invest up to 25% of its total assets, measured at the
time of purchase, directly in foreign securities. Investments in securities of
foreign companies (including Canadian securities, which are not subject to the
25% limitation) and in foreign markets involve certain additional risks not
associated with investments in domestic companies and markets. For U.S.
investors, the returns on foreign securities are influenced not only by the
returns on the foreign investments themselves, but also by currency
fluctuations. That is, when the U.S. dollar generally rises against foreign
currencies, returns on foreign securities for a U.S. investor may decrease. By
contrast, in a period when the U.S. dollar generally declines, those returns may
increase.
Other risks of international investing to consider include:
-less publicly available information than is generally
available about U.S. issuers;
-differences in accounting, auditing and financial reporting
standards;
-generally higher commission rates on foreign portfolio
transactions and longer settlement periods;
-smaller trading volumes and generally lower liquidity of foreign stock
markets, which may cause greater price volatility;
-less government regulation of stock exchanges, brokers and
listed companies abroad than in the United States; and
-investments in certain countries may be subject to foreign withholding
taxes, which may reduce dividend income or capital gains payable to
shareholders.
There is also the possibility of expropriation or confiscatory
taxation; adverse changes in investment or exchange control regulations;
political instability; potential restrictions on the flow of international
capital; and the possibility of a Fund experiencing difficulties in pursuing
legal remedies and collecting judgments.
Securities purchased by means of ADRs also are not subject to the
25% limitation. ADRs are receipts, typically issued by a U.S. bank or trust
company, evidencing ownership of the underlying foreign securities. ADRs are
denominated in U.S. dollars and trade in the U.S. securities markets. ADRs may
<PAGE>
be issued in sponsored or unsponsored programs. In sponsored programs, the
issuer makes arrangements to have its securities traded in the form of ADRs; in
unsponsored programs, the issuer may not be directly involved in the creation of
the program. Although the regulatory requirements with respect to sponsored and
unsponsored programs are generally similar, the issuers of unsponsored ADRs are
not obligated to disclose material information in the United States and,
therefore, such information may not be reflected in the market value of the
ADRs. ADRs are subject to certain of the same risks as direct investments in
foreign securities, including the risk that changes in the value of the currency
in which the security underlying an ADR is denominated relative to the U.S.
dollar may adversely affect the value of the ADR.
Forward Foreign Currency Contracts
Each of the Funds may enter into contracts to purchase or sell foreign
currencies at a future date ("forward contracts") as a hedge against
fluctuations in foreign exchange rates pending the settlement of transactions in
foreign securities or during the time the Funds hold foreign securities. A
forward contract is an agreement between contracting party to exchange an amount
of currency at some future time at an agreed upon rate. Although the Funds have
not adopted any limitations on their ability to use forward contracts as a hedge
against fluctuations in foreign exchange rates, the Funds do not attempt to
hedge all of their foreign investment positions and will enter into forward
contracts only to the extent, if any, deemed appropriate by Fund Management. The
Funds will not enter into forward contracts for a term of more than one year or
for purposes of speculation. Hedging against a decline in the value of a
currency in the foregoing manner does not eliminate fluctuations in the prices
of portfolio securities or prevent losses if the prices of such securities
decline. Furthermore, such hedging transactions preclude the opportunity for
gain if the value of the hedged currency should rise. No predictions can be made
with respect to whether the total of such transactions will result in a better
or worse position than had the Fund not entered into any forward contracts.
Forward contracts may, from time to time, be considered illiquid, in which case
they would be subject to the Funds' limitation on investing in illiquid
securities, discussed above. For additional information regarding forward
contracts, see "Investment Policies" in the Statement of Additional Information.
Zero Coupon and Pay-In-Kind Bonds (High Yield Fund Only)
The High Yield Fund may invest in zero coupon bonds and pay- in-kind
bonds, provided that Fund Management determines that the risk of a default on
the security, which could result in adverse tax consequences is not significant.
A zero coupon bond ("zero") does not make cash interest payments during the life
of the bond. Instead, it is sold at a discount to face value, and the interest
consists of the gradual appreciation in price as the bond approaches maturity.
<PAGE>
Zeros can be an attractive financing method for issuers with near-term cash flow
problems. Pay-in-kind ("PIK") bonds pay interest in cash or additional
securities, at the issuer's option, for a specified period. Like zeros, they may
help a corporation economize on cash. PIK prices reflect the market value of the
underlying debt plus any accrued interest. Zeros and PIKs can be higher or lower
quality debt, and may be more speculative and subject to greater fluctuation in
value due to changes in interest rates than coupon bonds. To maintain the High
Yield Fund's qualification as a regulated investment company, it may be required
to distribute income recognized on these bonds, even though no cash may be paid
to the Fund until the maturity or call date of the bond, and such distribution
could reduce the amount of cash available for investment by the Fund.
High-Risk, High-Yield Securities (High Yield, Industrial Income and
Small Company Growth Funds Only)
Although Fund Management limits the High Yield, Industrial Income and
Small Company Growth Funds' debt security investments to securities it believes
are not highly speculative, both credit and market risks are increased by those
Funds' investments in debt securities rated below the top four grades by
Standard & Poor's or Moody's (high-risk, high-yield securities commonly known as
"junk bonds") and comparable unrated debt securities. Lower rated bonds by
Moody's (categories Ba, B, Caa) are of poorer quality and may have speculative
characteristics. Bonds rated Caa may be in default or there may be present
elements of danger with respect to principal or interest. Lower rated bonds by
Standard & Poor's (categories BB, B, CCC) include those which are regarded, on
balance, as predominantly speculative with respect to the issuer's capacity to
pay interest and repay principal in accordance with their terms; BB indicates
the lowest degree of speculation and CCC a high degree of speculation. While
such bonds will likely have some quality and protective characteristics, these
are outweighed by large uncertainties or major risk exposures to adverse
conditions.
Because investment in medium and lower rated securities involves both
greater credit risk and market risk, achievement of the High Yield Fund's (and,
to a lesser extent, the Industrial Income Fund's) investment objectives may be
more dependent on Fund Management's credit analysis than is the case for funds
investing in higher quality securities. In addition, the share price and yield
of the High Yield Fund may be expected to fluctuate more than in the case of
funds investing in higher quality, shorter term securities. Moreover, a
significant economic downturn or major increase in interest rates may result in
issuers of lower rated securities experiencing increased financial stress, which
would adversely affect their ability to service their principal, dividend and
interest obligations, meet projected business goals, and obtain additional
financing. In this regard, it should be noted that while the market for high
yield corporate bonds has been in existence for many years and from time to time
has experienced economic downturns in recent years, this market has involved a
<PAGE>
significant increase in the use of high yield corporate debt securities to fund
highly leveraged corporate acquisitions and restructurings. Past experience may
not, therefore, provide an accurate indication of future performance of the high
yield bond market, particularly during periods of economic recession.
Furthermore, expenses incurred to recover an investment by a Fund in a defaulted
security may adversely affect the Fund's net asset value. Finally, while Fund
Management attempts to limit purchases of medium and lower rated securities to
securities having an established secondary market, the secondary market for such
securities may be less liquid than the market for higher quality securities. The
reduced liquidity of the secondary market for such securities may adversely
affect the market price of, and ability of the High Yield, Industrial Income or
Small Company Growth Funds to value, particular securities at certain times,
thereby making it difficult to make specific valuation determinations.
While Fund Management continuously monitors all of the debt securities
held by the Funds for the issuers' ability to make required principal and
interest payments and other quality factors, a Fund may retain in the portfolio
a debt security whose rating is changed to one below the minimum rating required
for purchase. More information on debt securities is contained in the Statement
of Additional Information.
The following table shows the composition of the Industrial Income
Fund's and the High Yield Fund's investments in corporate (and municipal) bonds
by rating category for the fiscal year ended December 31, 1995. All of these
percentages were determined on a dollar-weighted basis, calculated by averaging
the Funds' month-end portfolio holdings during the fiscal year. These figures do
not represent actual holdings of the Funds as of December 31, 1996, nor do they
imply that the overall quality of portfolio holdings is fixed.
Percentage of Total Assets
--------------------------------------------
Rating Category Industrial Income Fund High Yield Fund
- --------------- ---------------------- ---------------
AAA 11.69% 0.00%
AA 0.00% 0.00%
A 0.69% 0.00%
BBB 2.59% 0.53%
BB 3.92% 15.62%
B 2.18% 62.16%
CCC 0.21% 6.98%
Unrated 0.00% 3.40%
Concentration ^(Utilities Fund Only)
^ While the Utilities Fund, like the other Funds, diversifies its
investments by investing, with respect to at least 75% of its total assets, not
more than 5% of its total assets in the securities of any one issuer, its assets
normally will be invested primarily in companies engaged in a single business
<PAGE>
sector. As a result of this investment policy, an investment in those Funds may
be subject to greater fluctuations in value than generally would be the case if
an investment were made in an investment company which did not concentrate its
investments in a similar manner. For example, certain economic factors or
specific events may exert a disproportionate impact upon the prices of equity
securities of companies within a particular industry relative to their impact on
the prices of securities of companies engaged in other industries. Additionally,
changes in the market price of the equity securities of a particular company
which occupies a dominant position in an industry may tend to influence the
market prices of other companies within the same industry. As a result of the
foregoing factors, the net asset value of the Health Sciences, Technology and
Utilities Funds may be more susceptible to change than those of investment
companies which spread their investments over many different business sectors.
^
Options and Futures Contracts
Each of the ^ Funds may enter into futures contracts for hedging or
other non-speculative purposes within the meaning and intent of applicable rules
of the Commodity Futures Trading Commission ("CFTC"). For example, futures
contracts may be purchased or sold to attempt to hedge against the effects of
interest or exchange rate changes on a Fund's current or intended investments.
If an anticipated decrease in the value of portfolio securities occurs as a
result of a general increase in interest rates or a change in exchange rates,
the adverse effects of such changes may be offset, in whole or part, by gains on
the sale of futures contracts. Conversely, an increase in the cost of portfolio
securities to be acquired caused by a general decline in interest rates or a
change in exchange rates may be offset, in whole or part, by gains on futures
contracts purchased by a Fund. A Fund will incur brokerage fees when it
purchases and sells futures contracts, and it will be required to maintain
margin deposits.
Each of the ^ Funds also may use options to buy or sell futures
contracts or debt securities. Such investment strategies will be used as a hedge
and not for speculation.
Put and call options on futures contracts or securities may be traded
by a Fund in order to protect against declines in the values of portfolio
securities or against increases in the cost of securities to be acquired.
Purchases of options on futures contracts may present less dollar risk in
hedging the Fund's portfolio than the purchase and sale of the underlying
futures contracts, since the potential loss is limited to the amount of the
premium plus related transaction costs. The premium paid for such a put or call
option plus any transaction costs will reduce the benefit, if any, realized by
the Fund upon exercise or liquidation of the option, and, unless the price of
the underlying futures contract changes sufficiently, the option may expire
<PAGE>
without value to the Fund. The writing of covered options, however, does not
present less risk than the trading of futures contracts, and will constitute
only a partial hedge, up to the amount of the premium received, and, if an
option is exercised, the Fund may suffer a loss on the transaction.
A Fund may purchase put or call options in anticipation of changes in
interest rates or other factors which may adversely affect the value of its
portfolio or the prices of securities which the Fund anticipates purchasing at a
later date. The Fund may be able to offset such adverse effects on its
portfolio, in whole or in part, through the options purchased. The premium paid
for a put or call option plus any transaction costs will reduce the benefit, if
any, realized by the Fund upon exercise or liquidation of the option, and,
unless the price of the underlying security changes sufficiently, the option may
expire without value to the Fund.
For hedging or other non-speculative purposes, a Fund may, from time to
time, also sell ("write") covered call options or cash secured puts in order to
attempt to increase the yield on its portfolio or to protect against declines in
the value of its portfolio securities. By writing a covered call option, the
Fund, in return for the premium income realized from the sale of the option,
gives up the opportunity to profit from a price increase in the underlying
security above the option exercise price, where the price increase occurs while
the option is in effect. In addition, the Fund's ability to sell the underlying
security will be limited while the option is in effect. By writing a cash
secured put, the Fund, which receives the premium, has the obligation during the
option period, upon assignment of an exercise notice, to buy the underlying
security at a specified price. A put is secured by cash if the Fund maintains at
all times cash, Treasury bills or other high grade short-term obligations with a
value equal to the option exercise price in a segregated account with its
custodian.
Although those Funds that may enter into options and futures contracts
will do so solely for hedging or other non-speculative purposes, within the
meaning and intent of applicable rules of the CFTC, their use does involve
certain risks. For example, a lack of correlation between the value of an
instrument underlying an option or futures contract and the assets being hedged,
or unexpected adverse price movements, could render a Fund's hedging strategy
unsuccessful and could result in losses. In addition, there can be no assurance
that a liquid secondary market will exist for any contract purchased or sold,
and the Fund may be required to maintain a position until exercise or
expiration, which could result in losses. Transactions in futures contracts and
options are subject to other risks as well.
The risks related to transactions in options and futures to be entered
into by the Funds are set forth in greater detail in the Statement of Additional
Information, which should be reviewed in conjunction with the foregoing
discussion.
<PAGE>
INVESTMENT RESTRICTIONS
Each Fund is subject to certain fundamental restrictions regarding its
investments which may not be altered without the approval of the Fund's
shareholders. Those restrictions include, among others, limitations with respect
to the percentages of the value of the Fund's total assets which may be invested
in any one company or, with the exception of the Health Sciences and Utilities
Funds, in one industry. A list of each Fund's fundamental investment
restrictions and a list of additional, non-fundamental investment restrictions
of each Fund (which can be changed by the Company's board of directors without
shareholder approval) are contained in the Statement of Additional Information.
MANAGEMENT
Pursuant to an agreement with the Company, INVESCO, 7800 E. Union
Avenue, Denver, Colorado, serves as the Funds' investment adviser. INVESCO is
primarily responsible for providing the Funds with various administrative
services and supervising the Funds' daily business affairs. These services are
subject to review by the Company's board of directors.
INVESCO is an indirect wholly-owned subsidiary of AMVESCO PLC, a
publicly-traded holding company that, through its subsidiaries, engages in the
business of investment management on an international basis. INVESCO PLC changed
its name to AMVESCO PLC on ^ March 3, 1997 and to AMVESCAP PLC on May 8, 1997,
as a part of a merger between INVESCO PLC and AIM Management Group^ Inc.^ that
created one of the largest independent investment management businesses in the
world. INVESCO, INVESCO Trust and ICM ^ continued to operate under their
existing names. AMVESCO PLC has approximately ^ $177.5 billion in assets under
management. INVESCO was established in 1932 and, as of December 31, 1996,
managed 14 mutual funds, consisting of 44 separate portfolios, with combined
assets of approximately $13.8 billion on behalf of over 826,000 shareholders.
Pursuant to agreements with INVESCO, INVESCO Trust serves as the
sub-adviser of the Industrial Income, High Yield, Utilities^ and Small Company ^
Growth Funds and ICM serves as the sub-adviser of the Total Return Fund.
Although the Company is not a party to any sub-advisory agreement, the
agreements have been approved for each Fund affected by that agreement by the
Company's board of directors. In addition, each agreement has been approved as
to each affected Fund by the shareholders of that Fund. The address of INVESCO
Trust is 7800 E. Union Avenue, Denver, Colorado and the address of ICM is 1315
Peachtree Street, N.E., Atlanta, Georgia. Subject to the supervision of INVESCO
and review by the Company's board of directors, INVESCO Trust is primarily
responsible for selecting and managing the investments of the Industrial Income,
^ High Yield, Small Company Growth^ and Utilities ^ Funds and ICM is primarily
responsible for selecting and managing the investments of the Total Return Fund.
INVESCO Trust, a trust company founded in 1969, is a wholly-owned
subsidiary of INVESCO that served as adviser or sub-adviser to 55 investment
portfolios as of December 31, 1996, including 31 portfolios in the INVESCO
group. These 55 portfolios had aggregate assets of approximately $12.7 billion
as of December 31, 1996. In addition, INVESCO Trust provides investment
management services to private clients, including employee benefit plans that
may be invested in a collective trust sponsored by INVESCO Trust.
<PAGE>
ICM is an indirect, wholly-owned subsidiary of AMVESCO PLC that
currently manages in excess of $39 billion of assets on behalf of tax-exempt
accounts (such as pension and profit-sharing funds for corporations and state
and local governments) and investment companies.
Pursuant to an agreement with the Company, IDI became the Funds'
distributor, effective September 30, 1997. IDI, established in 1997, is a
registered broker-dealer that acts as distributor for all retail mutual funds
advised by IFG. Prior to September 30, 1997, IFG served as the Funds'
distributor.
The following persons serve as portfolio managers of the respective
Funds:
Industrial Income Fund
Charles P. Mayer Co-portfolio manager of the ^ Fund
since 1994; co-portfolio manager of
the INVESCO Industrial Income Fund ^
since 1993 and of the INVESCO
Balanced Fund since 1996; director
(since 1997), portfolio manager
(since 1993), senior vice president
(since 1994) and vice president
(1993 to 1994) of INVESCO Trust;
director of INVESCO since 1997;
formerly (1984 to 1993), portfolio
manager with Westinghouse Pension;
began investment career in 1969;
B.A., St. ^ Peter's College; M.B.A.,
St. ^ John's University.
Donovan J. (Jerry) Paul Co-portfolio manager of the ^ Fund
since 1994; co-portfolio manager of
the INVESCO Industrial Income Fund^
since 1994, the INVESCO Balanced
Fund since 1994 and the INVESCO
Short-Term Bond Fund since 1996;
portfolio manager of the INVESCO VIF
- High Yield ^ Fund since 1994, the
INVESCO High Yield Fund since 1994
and the INVESCO Select Income Fund
since 1994; portfolio manager and
senior vice president of INVESCO
Trust since 1994; formerly, senior
vice president and director of fixed
income research (1989 to 1992) and
portfolio manager (1987 to 1992)
with Stein, Roe & Farnham Inc.; and
president (1993 to 1994) of Quixote
Investment Management, Inc.; began
investment career in 1976; B.B.A.
University of Iowa; M.B.A.
University of Northern Iowa;
Chartered Financial Analyst;
Certified Public Accountant.
<PAGE>
^
High Yield Fund
Donovan J. (Jerry) Paul Portfolio manager of the ^ Fund
since 1994; portfolio manager of the
INVESCO High Yield Fund and the
INVESCO Select Income Fund since
1994; co-portfolio manager of the
INVESCO Industrial Income Fund^
since 1994, the INVESCO VIF -
Industrial Income ^ Fund since 1994,
the INVESCO Balanced Fund since 1994
and the INVESCO Short-Term Bond Fund
since 1996; portfolio manager and
senior vice president of INVESCO
Trust since 1994; formerly, senior
vice president and director of fixed
income research (1989 to 1992) and
portfolio manager (1987 to 1992)
with Stein, Roe & Farnham Inc.; and
president (1993 to 1994) of Quixote
Investment Management, Inc.; began
investment career in 1976; B.B.A.
University of Northern Iowa; M.B.A.
University of Northern Iowa;
Chartered Financial Analyst;
Certified Public Accountant.
Small Company Growth ^ Fund
^ Timothy J. Miller Co-portfolio manager of ^ the Fund
since 1997; co-portfolio manager of
^ the INVESCO Small Company Growth
Fund since 1997, the INVESCO Growth
Fund, Inc. since 1996 and the
INVESCO VIF - Growth Fund since
1997; portfolio manager of ^ INVESCO
Dynamics Fund, Inc. since 1993;
senior vice president (1995 to
present), vice president (1993 to
1995) and portfolio manager (1992 to
present) of INVESCO Trust Company.
Formerly (1979 to 1992), analyst and
portfolio manager with Mississippi
Valley Advisors. B.S.B.A., St. Louis
University; M.B.A., University of
Missouri. He is a Chartered
Financial Analyst.
^ Trent E. May Co-portfolio manager of ^ the Fund
since 1997; co-portfolio manager of
the INVESCO Small Company Growth
Fund since 1997 and of the INVESCO
Growth Fund, Inc. since 1996;
<PAGE>
portfolio manager (since 1996) and ^
vice president (since 1997) of
INVESCO Trust Company^. Formerly,
senior equity fund manager/equity
analyst at Munder Capital Management
in Detroit. B.S., Engineering,
Florida Institute of Technology;
M.B.A., Rollins College. He is a
Chartered Financial Analyst.
^ Stacie Cowell Co-portfolio manager of ^ the Fund
since 1997; co-portfolio manager ^
of the INVESCO Small Company Growth
Fund since 1997; portfolio manager
(since 1996) of INVESCO Trust
Company ^. Formerly, senior equity
analyst with Founders Asset
Management; capital markets and
trading analyst with Chase Manhattan
Bank in New York. B.A., Economics,
Colgate University. She is a
Chartered Financial Analyst.
Utilities Fund
^ Brian B. Hayward Portfolio manager of the ^ Fund
since July 1997; portfolio manager
of the INVESCO Strategic Utilities
Portfolio ^ since July 1997 and the
INVESCO Worldwide Communications
Fund since July 1997. Previously, he
was a senior equity analyst for
Mississippi Valley Advisers in St.
Louis, Missouri. Mr. Hayward earned
a B.A. in Mathematics and his M.A.
in Economics from the University of
Missouri. He began his investment
career in 1985. He is a Chartered
Financial Analyst.
Total Return Fund
Edward C. Mitchell, Jr. Portfolio manager of the ^ Fund
since 1993; portfolio manager of
INVESCO Value Trust Total Return
Fund since 1987 and of the ^ INVESCO
Advisor Funds Flex Fund since 1988;
president (1992 to present), vice
president (1979 to 1991) and
director (1979 to present) of ICM;
began investment career in 1969;
B.A., University of Virginia;
M.B.A., University of Colorado;
Chartered Financial Analyst;
<PAGE>
Chartered Investment Counselor; past
president, Atlanta Society of
Financial Analysts.
David S. Griffin Co-portfolio manager of the ^ Fund
since 1993; co-portfolio manager of
the INVESCO Value Trust Total Return
Fund and of the ^ INVESCO Advisor
Funds Flex Fund since 1993;
portfolio manager of ICM ^(since
1991); mutual fund sales
representative with INVESCO
Services, Inc. (1986 to 1991); began
investment career in 1982; B.A.,
Ohio Wesleyan University; M.B.A.,
William and Mary; Chartered
Financial Analyst.
^
Each Fund pays INVESCO a monthly advisory fee which is based upon a
percentage of the Fund's average net assets, determined daily. For the
Industrial Income and Total Return Funds, the advisory fees are each computed at
the annual rates of 0.75% on the first $500 million of the Fund's average net
assets; 0.65% on the next $500 million of the Fund's average net assets; and
0.55% on the Fund's average net assets in excess of $1 billion. For the Small
Company Growth^ Fund, the advisory fees are each computed at the annual rates of
0.75% on the first $350 million of the Fund's average net assets; 0.65% on the
next $350 million of the Fund's average net assets; and 0.55% on the Fund's
average net assets in excess of $700 million. For the High Yield and Utilities
Funds, the advisory fees are each computed at the annual rates of 0.60% on the
first $500 million of the Fund's average net assets; 0.55% on the next $500
million of the Fund's average net assets and 0.45% on the Fund's average net
assets in excess of $1 billion. ^ For the fiscal period ended December 31, 1996,
the investment advisory fees paid by the Industrial Income Fund, Total Return
Fund, High Yield Fund, and Utilities Fund were 0.75%, 0.75%, 0.60%, and 0.60%,
respectively, of each Fund's average net assets. No advisory fees are provided
for the Small Company Growth Fund as it had not commenced operations as of the
date of this Prospectus.
Out of the advisory fee received from each Fund, INVESCO pays that
Fund's sub-adviser a monthly ^ sub-advisory fee. No fee is paid by any Fund to
its sub-adviser. The sub-advisory fees for the Industrial Income and Total
Return Funds are each computed at the annual rates of 0.375% on the first $500
million of the Fund's average net assets; 0.325% on the next $500 million of the
Fund's average net assets; and 0.275% on the Fund's average net assets in excess
of $1 billion. The sub-advisory fees for the ^ Small Company Growth^ Fund are
computed at the annual rates of 0.25% for the first $200 million of the Fund's
average net assets and 0.20% on the Fund's average net assets in excess of $200
<PAGE>
million. The sub-advisory fees for the High Yield and Utilities Funds are each
computed at the annual rate of 0.30% on the first $500 million of the Fund's
average net assets; 0.275% on the next $500 million of the Fund's average net
assets; and 0.225% on the Fund's average net assets in excess of $1 billion. ^
The Company also has entered into an Administrative Services Agreement
with INVESCO dated February 28, 1997 (the "Administrative Agreement"). Pursuant
to the Administrative Agreement, INVESCO performs certain administrative,
recordkeeping and internal accounting services, including without limitation,
maintaining general ledger and capital stock accounts, preparing a daily trial
balance, calculating net asset value daily, providing selected general ledger
reports and providing certain sub-accounting and recordkeeping services for
shareholder accounts. For such services, the Company pays INVESCO a fee
consisting of a base fee of $10,000 per year for each Fund, plus an additional
incremental fee computed at the annual rate of 0.015% per year of the average
net assets of each Fund. INVESCO also is paid a fee by the Company for providing
transfer agent services. See "Additional Information."
Each Fund's expenses, which are accrued daily, are generally deducted
from its total income before dividends are paid. Total expenses of the
Industrial Income Fund, Total Return Fund, High Yield Fund, and Utilities Fund
(prior to expense offsets) for the fiscal year ended December 31, 1996,
including investment advisory fees (but excluding brokerage commissions, which
are a cost of acquiring securities), amounted to 0.95%, 0.94%, 0.87% and 1.16%,
respectively, of each Fund's average net assets. Certain Fund expenses are
absorbed voluntarily by INVESCO pursuant to a commitment to the Company. This
commitment may be changed following consultation with the Company's board of
directors. If such voluntary expense limits were not in effect, the total
operating expenses, as a percentage of each Fund's average net assets, of the
Industrial Income, Total Return, High Yield and Utilities Funds for the fiscal
year ended December 31, 1996, would have been 1.19%, 1.30%, 1.32%, and 5.36%,
respectively. Total Operating Expenses is not provided for the Small Company
Growth Fund as it had not commenced operations as of the date of this
Prospectus.
Fund Management permits investment and other personnel to purchase and
sell securities for their own accounts, subject to a compliance policy governing
personal investing. This policy requires Fund Management's personnel to conduct
their personal investment activities in a manner that Fund Management believes
is not detrimental to the Funds or Fund Management's other advisory clients. See
"Management" in the Statement of Additional Information for more detailed
information.
<PAGE>
PURCHASES AND REDEMPTIONS
Investors may not purchase or redeem shares of the Funds directly, but
only through variable annuity and variable life insurance contracts offered
through the separate accounts of Participating Insurance Companies. A contract
owner should refer to the applicable Separate Account Prospectus for information
on how to purchase or surrender a contract, make partial withdrawals of contract
values, allocate contract values to one or more of the Funds, or change existing
allocations among investment alternatives, including the Funds. Shares of the
Funds are sold on a continuous basis to separate accounts of Participating
Insurance Companies by INVESCO, as the Funds' Distributor. No sales charge is
imposed upon the sale of shares of the Funds. Sales charges for the variable
annuity or variable life insurance contracts are described in the Separate
Account Prospectuses. INVESCO may from time to time make payments from its
revenues to Participating Insurance Companies, broker dealers and other
financial institutions that provide administrative services for the Funds.
The Participating Insurance Companies place orders for their separate
accounts to purchase and redeem shares of each Fund based on, among other
things, the amount of premium payments to be invested and transfer and surrender
requests to be effected on that day pursuant to variable annuity and variable
life insurance contracts. Fund shares are purchased or redeemed at the net asset
value per share next computed after receipt of a purchase or redemption order in
good form. Payment for redemptions ordinarily will be made on behalf of the
Company and the relevant Fund by the Company's transfer agent (INVESCO) within
seven days after the redemption request is received. However, payment may be
postponed under unusual circumstances, such as when normal trading is not taking
place on the New York Stock Exchange or an emergency as defined by the
Securities and Exchange Commission exists.
Net asset value per share is computed for each Fund once each day that
the New York Stock Exchange is open, as of the close of regular trading on that
Exchange (usually 4:00 p.m., New York time), and also may be computed on other
days under certain circumstances. Net asset value per share for each Fund is
calculated by dividing the market value of the Fund's securities plus the value
of its other assets (including dividends and interest accrued but not
collected), less all liabilities (including accrued expenses), by the number of
outstanding shares of the Fund. If market quotations are not readily available,
a security will be valued at fair value as determined in good faith by the board
of directors. Debt securities with remaining maturities of 60 days or less at
the time of purchase will be valued at amortized cost, absent unusual
circumstances, so long as the Company's board of directors believes that such
value repre sents fair value.
<PAGE>
TAX STATUS, DIVIDENDS AND DISTRIBUTIONS
Taxes
The Internal Revenue Code of 1986, as amended (the "Code"), provides
that each investment portfolio of a series fund is to be treated as a separate
taxpayer. Accordingly, each Fund of the Company intends to continue to qualify
as a separate regulated investment company under Subchapter M of the Code.
Each Fund intends to comply with the diversification require ments of
Code Section 817(h). By meeting this and other require ments, the Participating
Insurance Companies, rather than the owners of variable annuity or variable life
insurance contracts, should be subject to tax on distributions received with
respect to Fund shares. For further information concerning federal income tax
consequences for the owners of variable annuity or variable life insurance
contracts, a contract owner should consult his or her Separate Account
Prospectus.
As a regulated investment company, each Fund generally will not be
subject to tax on its ordinary income and net realized capital gains to the
extent such income and gains are distributed in conformity with applicable
distribution requirements under the Code to the separate accounts of the
Participating Insurance Companies which hold its shares. Distributions of income
and the excess of net short-term capital gain over net long-term capital loss
will be treated as ordinary income, and distributions of the excess of net
long-term capital gain over net short-term capital loss will be treated as
long-term capital gain by the Participating Insurance Companies. Participating
Insurance Companies should consult their own tax advisers concerning whether
such distribu tions are subject to federal income tax if they are retained as
part of contract reserves.
Dividends
In addition to any increase in the value of a Fund's shares which may
occur from increases in the value of the Fund's invest ments, the Fund may earn
income in the form of dividends and interest on its investments. Dividends paid
by each Fund will be based solely on the income earned by that Fund. The
Company's policy with respect to each Fund is to distribute substantially all of
this income, less expenses, to shareholders of that Fund. At the discretion of
the board of directors, distributions are customarily made annually to
shareholders of the Funds. Dividends are automatically reinvested in additional
shares of the Fund making the dividend distribution at its net asset value on
the ex- dividend date, unless an election is made on behalf of a separate
account to receive distributions in cash.
Capital Gains
Capital gains or losses are the result of a Fund selling its portfolio
securities at prices that are higher or lower than the prices paid by it to
<PAGE>
purchase such securities. Total gains from such sales, less any losses from such
sales (including losses carried forward from prior years) represent net realized
capital gains. Each Fund distributes its net realized capital gains, if any, to
its shareholders at least annually, usually in December. Capital gains
distributions are automatically reinvested in additional shares of the Fund
making the distribution at its net asset value per share on the ex-dividend
date, unless an election is made on behalf of a separate account to receive
distributions in cash.
PERFORMANCE INFORMATION
From time to time, a Fund's total return and/or yield may be included
in advertisements, sales literature, shareholder reports or Separate Account
Prospectuses. A Fund's total return and yield include the effect of deducting
that Fund's expenses, but do not include charges and expenses attributable to a
particular variable annuity or variable life insurance contract. Because shares
of the Funds can be purchased only through a variable annuity or variable life
insurance contract, the Funds' total return and yield data should be reviewed
along with the description of contract charges and expenses contained in the
applicable Separate Account Prospectus. Total return or yield for a Fund must
always be accompanied by, and reviewed with, comparable total return or yield
data for an associated variable annuity separate account, or data that would
permit evaluation of the magnitude of variable life insurance charges and
expenses not reflected in the Fund's total return or yield. Fund total return
and yield figures are based upon historical results and are not intended to
indicate future performance.
The "total return" of a Fund refers to the average annual rate of
return of an investment in the Fund. This figure is computed by calculating the
percentage change in value of an investment of $1,000, assuming reinvestment of
all income dividends and capital gain distributions, to the end of a specified
period. "Total return" quotations reflect the performance of the Fund and
include the effect of capital changes.
The total return performance for the Industrial Income Fund, Total
Return Fund, High Yield Fund and Utilities Fund for the fiscal period ended
December 31, 1996, was 22.28%, 12.18%, 16.59% and 12.76%, respectively.
The yield of the Fund is calculated by utilizing the Fund's calculated
income, expenses and average outstanding shares for the most recent 30-day or
one-month period, dividing it by the month end net asset value and annualizing
the resulting number.
In conjunction with performance reports and/or analyses of shareholder
service for the Fund, comparisons of the Fund's performance for a given period
to the performance of recognized indices and for the same period may be made.
Such indices include ones provided by Dow Jones & Company, Standard & Poor's,
<PAGE>
Lipper Analytical Services, Inc., Lehman Brothers, National Association of
Securities Dealers, Inc., Frank Russell Company, Value Line Investment Survey,
the American Stock Exchange, Morgan Stanley Capital International, Wilshire
Associates, the Financial Times- Stock Exchange, the New York Stock Exchange,
the Nikkei Stock Average and the Deutcher Aktienindex, all of which are
unmanaged market indicators. Such comparisons can be a useful measure of the
quality of the Funds' investment performance. However, because Fund performance
data does not reflect separate account and contract charges, Fund performance
data is not an appropriate measure of the performance of a contract owner's
investment in the variable annuity and variable life insurance contracts.
In addition, rankings, ratings, and comparisons of investment
performance and/or assessments of the quality of shareholder service appearing
in publications such as Money, Forbes, Kip linger's Personal Finance, Financial
World, Morningstar, and similar sources which utilize information compiled (i)
internally; (ii) by Lipper Analytical Services, Inc.; or (iii) by other
recognized analytical services, may be used in sales literature. The Lipper
Analytical Services, Inc. rankings and comparisons, which may be used by the
Funds in performance reports, will be drawn from the "Equity Income Funds"
variable insurance product grouping for the Industrial Income Fund, the
"Flexible Portfolio Funds" grouping for the Total Return Fund, the "Growth
Funds" grouping for the Growth Fund, the "High Current Yield Funds" grouping for
the High Yield Fund and the "Utility Funds" grouping for the Utility Fund, the
Capital Appreciation Funds grouping for the Dynamics Fund, the Small Company
Growth Funds grouping for the Small Company Growth Fund, the
Health/Biotechnology Funds grouping for the Health Sciences Fund and the Science
and Technology Funds grouping for the Technology Fund. In addition, the
broad-based Lipper variable insurance product groupings may be used for
comparison to any of the Funds. A more complete list of publications that may be
quoted in sales literature is contained under the caption "Performance" in the
Statement of Additional Information.
ADDITIONAL INFORMATION
Voting Rights
The Participating Insurance Companies and their separate accounts,
rather than individual contract owners, are the share holders of the Funds.
However, each Participating Insurance Company will vote shares held by its
separate accounts as required by law and interpretations thereof, as amended or
changed from time to time. In accordance with current law and interpretations
thereof, a Participating Insurance Company is required to request voting
instructions from its contract owners and must vote Fund shares held by each of
its separate accounts in proportion to the voting instructions received.
Additional information about voting procedures (including a discussion, where
applicable, of circumstances under which some Participating Insurance Companies
<PAGE>
may vote Fund shares held by variable life insurance separate accounts other
than in accordance with contract owner instructions) is contained in the
applicable Separate Account Prospectuses.
All shares of the Funds have equal voting rights. When shareholders are
entitled to vote upon a matter, each shareholder is entitled to one vote for
each share owned and a corresponding fractional vote for each fractional share
owned. Voting with respect to certain matters, such as ratification of
independent accountants and the election of directors, will be by all Funds of
the Company voting together. In other cases, such as voting upon an investment
advisory contract, voting is on a Fund-by-Fund basis. To the extent permitted by
law, when not all Funds are affected by a matter to be voted upon, only
shareholders of the Fund or Funds affected by the matter will be entitled to
vote thereon. The Company is not generally required and does not expect to hold
regular annual meetings of shareholders. However, the board of directors will
call special meetings of shareholders for the purpose, among other reasons, of
voting upon the question of removal of a director or directors when requested to
do so in writing by the holders of 10% or more of the outstanding shares of the
Company or as may be required by applicable law or the Company's Articles of
Incorporation. The Company will assist shareholders in communicating with other
shareholders as required by the Investment Company Act of 1940. Directors may be
removed by action of the holders of a majority or more of the outstanding shares
of the Company.
Shareholder Inquiries
Inquiries regarding the Funds may be directed to the Company at the
telephone number or mailing address set forth on the cover page of this
Prospectus or to a Participating Insurance Company.
Transfer and Disbursing Agent
INVESCO acts as registrar, transfer agent, and dividend disbursing
agent for the Company pursuant to a Transfer Agency Agreement that provides for
an annual fee of $5,000 per Fund.
Master/Feeder Option
The Company may in the future seek to achieve any Fund's investment
objective by investing all of that Fund's assets in another investment company
having the same investment objective and substantially the same investment
policies and restrictions as those applicable to that Fund. It is expected that
any such investment company would be managed by INVESCO in substantially the
same manner as the existing Fund. If permitted by applicable laws and policies
then in effect, any such investment may be made in the sole discretion of the
Company's board of directors without further approval of the Funds'
shareholders. However, Fund shareholders will be given at least 30 days prior
notice of any such investment. Such investment would be made only if the
<PAGE>
Company's board of directors determines it to be in the best interests of a Fund
and its shareholders. In making that determination, the board will consider,
among other things, the benefits to shareholders and/or the opportunity to
reduce costs and achieve operational efficiencies. No assurance is given that
costs will be materially reduced if this option is implemented.
NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY
REPRESENTATIONS NOT CONTAINED IN THIS PROSPECTUS, OR IN THE STATEMENT OF
ADDITIONAL INFORMATION INCORPORATED HEREIN BY REFERENCE, IN CONNECTION WITH THE
OFFERING MADE BY THIS PROSPECTUS AND, IF GIVEN OR MADE, SUCH INFORMATION OR
PRESENTATIONS MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY THE COMPANY.
THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFERING BY THE COMPANY IN ANY
JURISDICTION IN WHICH SUCH AN OFFERING MAY NOT LAWFULLY BE MADE.
<PAGE>
APPENDIX
BOND RATINGS
The following is a description of Standard & Poor's Ratings Services
("Standard & Poor's") and Moody's Investors Service, Inc.
Standard & Poor's Corporate Bond Ratings
AAA - This is the highest rating assigned by Standard & Poor's to a
debt obligation and indicates an extremely strong capacity to pay principal and
interest.
AA - Bonds rated AA also qualify as high-quality debt obligations.
Capacity to pay principal and interest is very strong, and in the majority of
instances they differ from AAA issues only in small degree.
A - Bonds rated A have a strong capacity to pay principal and interest,
although they are somewhat more susceptible to the adverse effects of changes in
circumstances and economic conditions than bonds in higher rated categories.
BBB - Bonds rated BBB are regarded as having an adequate capability to
pay principal and interest. Whereas they normally exhibit adequate protection
parameters, adverse economic conditions or changing circumstances are more
likely to lead to a weakened capacity to pay principal and interest for bonds in
this category than for bonds in higher rated categories.
BB - Bonds rated BB have less near-term vulnerability to default than
other speculative issues. However, they face major ongoing uncertainties or
exposure to adverse business, financial, or economic conditions which could lead
to inadequate capacity to meet timely interest and principal payments.
B - Bonds rated B have a greater vulnerability to default but currently
have the capacity to meet interest payments and principal repayments. Adverse
business, financial, or economic conditions will likely impair capacity or
willingness to pay interest and repay principal.
CCC - Bonds rated CCC have a currently identifiable vulnerability to
default and are dependent upon favorable business, financial, and economic
conditions to meet timely payment of interest and repayment of principal. In the
event of adverse business, financial, or economic conditions, they are not
likely to have the capacity to pay interest and repay principal.
<PAGE>
Moody's Investors Service, Inc. Corporate Bond Ratings
Aaa - Bonds rated Aaa are judged to be of the best quality. They carry
the smallest degree of investment risk and are generally referred to as
"gilt-edged." Interest payments are protected by a large or by an exceptionally
stable margin, and principal is secure. While the various protective elements
are likely to change, such changes as can be visualized are most unlikely to
impair the fundamentally strong position of such issues.
Aa - Bonds rated Aa are judged to be of high quality by all standards.
Together with the Aaa group, they comprise what are generally known as high
grade bonds. They are rated lower than the best bonds because margins of
protection may not be as large as in Aaa securities or fluctuation of protective
elements may be of greater amplitude or there may be other elements present
which make the long term risk appear somewhat larger than in Aaa securities.
A - Bonds rated A possess many favorable investment attributes, and are
to be considered as upper medium grade obligations. Factors giving security to
principal and interest are considered adequate but elements may be present which
suggest a susceptibility to impairment sometime in the future.
Baa - Bonds rated Baa are considered as medium grade obligations, i.e.,
they are neither highly protected nor poorly secured. Interest payments and
principal security appear adequate for the present but certain protective
elements may be lacking or may be characteristically unreliable over any great
length of time. Such bonds lack outstanding investment characteristics and in
fact have speculative characteristics as well.
Ba - Bonds rated Ba are judged to have speculative elements. Their
future cannot be considered as well assured. Often the protection of interest
and principal payments may be very moderate and thereby not well safeguarded
during both good and bad times over the future. Uncertainty of position
characterizes bonds in this class.
B - Bonds rated B generally lack characteristics of the desirable
investment. Assurance of interest and principal payments or maintenance of other
terms of the contract over any longer period of time may be small.
Caa - Bonds rated Caa are of poor standing. Such issues may be in
default or there may be present elements of danger with respect to principal or
interest.
<PAGE>
Prospectus
May 1, 1997
As Supplemented December 16, 1997
INVESCO VARIABLE INVESTMENT FUNDS, INC.
INVESCO VIF - Industrial Income Portfolio
^ INVESCO VIF - Small Company Growth Portfolio
INVESCO VIF - Total Return Portfolio
^ INVESCO VIF - High Yield Portfolio
INVESCO VIF - Utilities Portfolio
INVESCO ^ FUNDS
To receive general information and
prospectuses on any of INVESCO's funds
or retirement plans, or to obtain current
account or price information, call
toll-free: 1-800-525-8085
To reach PAL(R), your 24-hour
Personal Account Line, call:
1-800-424-8085
You can find us on the World Wide Web:
http://www.invesco.com
Or write to:
INVESCO Distributors,(SM) Distributor ^
Post Office Box 173706
Denver, Colorado 80217
^ If you're in Denver, please visit one
of our convenient Investor Centers:
Cherry Creek, 155-B Fillmore Street;
Denver Tech Center,
7800 East Union Avenue, Lobby Level
In addition, all documents filed by the
Company with the Securities and Exchange
Commission can be located on a web site
maintained by the Commission at
http://www.sec.gov.
