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Previous: BERGER INVESTMENT PORTFOLIO TRUST, 497, 1998-04-30 |
Next: FEDERATED TOTAL RETURN SERIES INC, 485BPOS, 1998-04-30 |
As filed on ^ April 30, 1998
File No. 33-70154
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-1A
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 [ ]
Pre-Effective Amendment No. [ ]
-----
Post-Effective Amendment No. ^ 11 [X]
-------
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 [ ]
Amendment No. ^ 12 [X]
--------
INVESCO VARIABLE INVESTMENT FUNDS, INC.
(Exact Name of Registrant as Specified in Charter)
7800 E. Union Avenue, Denver, Colorado 80237
(Address of Principal Executive Offices)
P.O. Box 173706, Denver, Colorado 80217-3706
(Mailing Address)
(303) 930-6300
(Registrant's Telephone Number)
Glen A. Payne, Esq.
7800 E. Union Avenue
Denver, Colorado 80237
(Name and Address of Agent for Service)
Copies to:
W. Randolph Thompson, Esq.
Of Counsel, Jones & Blouch L.L.P.
1025 Thomas Jefferson St., N.W., Suite 405 West
Washington, D.C. 20007
Approximate Date of Proposed Public Offering: As soon after the
effective date of this registration statement as is practicable.
It is proposed that this filing will become effective (check
appropriate box)
immediately upon filing pursuant to paragraph (b)
^ X on May 1, 1998, pursuant to paragraph (b)
60 days after filing pursuant to paragraph (a)(1)
^ on _________________, pursuant to paragraph (a)(1).
75 days after filing pursuant to paragraph (a)(2)
on _________________, pursuant to paragraph (a)(2) of rule 485
If appropriate, check the following box:
___ This post-effective amendment designates a new effective date for
a previously filed post-effective amendment.
Registrant has previously elected to register an indefinite number of shares of
its common stock pursuant to Rule 24f-2 under the Investment Company Act.
Registrant's Rule 24f-2 Notice for the fiscal year ended December 31, 1997, was
filed on or about February 26, 1998.
Page 1 of
Exhibit index is located at page
<PAGE>
^
INVESCO VARIABLE INVESTMENT FUNDS, INC.
CROSS-REFERENCE SHEET
Form N-1A
Item Caption
Part A Prospectus
1.............................. Cover Page
2.............................. Summary
3.............................. Financial Highlights; Performance
Information
4.............................. Cover Page; Summary; Investment
Objectives and Policies; Risk
Factors; Investment Restrictions
5.............................. Summary; Management; Risk Factors
5A............................. Not Applicable
6.............................. Cover Page; Summary; Tax Status,
Dividends and Distributions;
Additional Information
7.............................. Purchases and Redemptions
8.............................. Purchases and Redemptions
9.............................. Not Applicable
Part B Statement of Additional Information
10.............................. Cover Page
11.............................. Table of Contents
12.............................. Not Applicable
13.............................. Investment Policies; Investment
Restrictions; Appendix A
14.............................. Management
15.............................. Additional Information
<PAGE>
Form N-1A
Item Caption
16.............................. Management; Additional
Information
17.............................. Portfolio Brokerage
18.............................. Additional Information
19.............................. How Shares are Valued;
Redemptions
20.............................. (Prospectus: Tax Status,
Dividends and Distributions)
21.............................. (Prospectus: Purchases and
Redemptions; Management)
22.............................. Performance
Part C Other Information
Information required to be included in Part C is set forth under the
appropriate Item, so numbered, in Part C to this Registration Statement.
The Registrant hereby incorporates by reference the prospectuses for the
various Funds and the Statement of Additional Information contained in
Post-Effective Amendment No. 10 filed on February 27, 1998.
<PAGE>
PART C
OTHER INFORMATION
Item 24. Financial Statements and Exhibits
(a) Financial Statements:
Page in
Prospectus
(1) Financial statements and schedules
included in Prospectus (Part A):
^ None.
Page in
Statement
of Addi-
tional In-
formation
(2) Financial statements and schedules included
in Statement of Additional Information (Part B):
The following audited financial statements for
INVESCO VIF - Dynamics, INVESCO VIF -
Growth, INVESCO VIF Health Sciences, INVESCO
VIF - High Yield, INVESCO VIF - Industrial
Income, INVESCO VIF -Small Company Growth,
INVESCO VIF - Technology, INVESCO VIF - Total
Return and INVESCO VIF - Utilities Funds and
the notes thereto for the fiscal year ended
December 31, 1997 and the report of Price
Waterhouse LLP with respect to such
financial statements are incorporated in
the Statement of Additional Information by
reference from the Company's Annual Report to
Shareholders for the fiscal year ended December
31, 1997:
(a) (i) With respect to INVESCO VIF - High
Yield, INVESCO VIF -Industrial Income,
INVESCO VIF -Total Return and INVESCO VIF -
Utilities Funds, Statements of Investment
Securities and Statement of Assets and
Liabilities each dated December 31, 1997,
Statements of Operations for
the fiscal year ended December 31, 1997,
<PAGE>
Statement of Changes in Net Assets for
each of the two years in the period ended
December 31, 1997, Financial Highlights
for the period ended December 31, 1994 and
each of the three years in the period ended
December 31, 1997 for INVESCO VIF - High
Yield, INVESCO VIF - Industrial Income and
INVESCO VIF - Total Return Funds; Financial
Highlights for each of the three years in the
period ended December 31, 1997 for INVESCO VIF
- Utilities Fund.
(ii) With respect to INVESCO VIF - Health
Sciences Fund, Statement of Investment
Securities and a Statement of Assets
and Liabilities, each dated December 31,
1997, Statement of Operations, Statement of
Changes in Net Assets and Financial Highlights,
each for the period May 22, 1997 (commencement
of investment operations) through December 31,
1997.
(iii) With respect to INVESCO VIF -
Technology Fund, Statement of Investment
Securities and a Statement of Assets and
Liabilities, each dated December 31, 1997,
Statement of Operations, Statement of
Changes in Net Assets and Financial
Highlights, each for the period May 21, 1997
(commencement of investment operations)
through December 31, 1997.
(iv) With respect to INVESCO VIF - Dynamics,
INVESCO VIF - Small Company Growth and
INVESCO VIF -Growth Funds, Statements of
Investment Securities and Statements of
Assets and Liabilities, each dated December
31, 1997, Statements of Operations,
Statements of Changes in Net Assets and
Financial Highlights, each for the period
<PAGE>
August 25, 1997 (commencement of
investment operations) through December 31,
1997.
(3) Financial statements and schedules included
in Part C:
None: Schedules have been omitted as all
information has been presented in the
financial statements.
(b) Exhibits:
(1) (a) Articles of Incorporation.(2)
(b) Articles of Amendment to
Articles of Incorporation dated
October 21, 1993.(2)
(c) Articles Supplementary to
Articles of Incorporation dated
October 22, 1993.(2)
(d) Articles Supplementary to
Articles of Incorporation dated
February 11, 1997.(2)
(e) Articles Supplementary to
Articles of Incorporation dated
January 5, ^ 1998.(5)
(2) Bylaws.(3)
(3) Not applicable.
(4) Not required to be filed on EDGAR.
(5) (a) Investment Advisory Agreement,
dated February 28, 1997, between
Registrant and INVESCO Funds Group,
Inc.(2)
(i) Amendment to Investment
Advisory Agreement, dated
February 6, 1998, between
Registrant and INVESCO Funds
Group, ^ Inc.(5)
(b) Sub-Advisory Agreement, dated
February 28, 1997, between INVESCO
Funds Group, Inc. and INVESCO
Capital Management, Inc.(2)
<PAGE>
(c) Sub-Advisory Agreement
between INVESCO Funds Group, Inc.
and INVESCO Realty Advisors, Inc.
dated February 6, ^ 1998.(5)
(6) (a) Distribution Agreement, dated
February 28, 1997, between
Registrant and INVESCO Funds
Group, Inc.(2)
(b) Distribution Agreement, dated
September 30, 1997, between
Registrant and INVESCO
Distributors, Inc.(3)
(7) Defined Benefit Deferred
Compensation Plan for
Non-Interested Directors and
Trustees.(2)
(8) Custodian Contract, dated October
20, 1993, between Registrant and
State Street Bank and Trust
Company.(3)
(a) Amendment to Custody
Agreement dated October 25,
1995.(3)
(b) Data Access Services
Addendum dated May 19, 1997.(3)
(c) Additional Fund Letter dated
November 13, ^ 1997.(5)
(9) (a) Transfer Agency Agreement,
dated February 28, 1997, between
Registrant and INVESCO Funds
Group, Inc.(2)
(b) Administrative Service Agreement,
dated February 28, 1997, between
Registrant and INVESCO Funds Group,
Inc.(2)
(c) Participation Agreement, dated
March 22, 1994, among Registrant,
INVESCO Funds Group, Inc.,
Transamerica Occidental Life Insurance
Company and Charles Schwab & Co., Inc.(4)
(d) Participation Agreement,
dated August 26, 1994, among
<PAGE>
Registrant, INVESCO Funds Group,
Inc. and Security Life of Denver
Insurance Company.(3)
(e) Participation Agreement,
dated September 19, 1994, among
Registrant, INVESCO Funds Group,
Inc. and First ING Life Insurance
Company of New York.(4)
(f) Participation Agreement,
dated December 1, 1994,
among Registrant, INVESCO Funds
Group, Inc., First Transamerica
Life Insurance Company and Charles
Schwab & Co., Inc.(4)
(g) Participation Agreement,
dated September 14, 1995, among
Registrant, INVESCO Funds Group,
Inc. and Southland Life Insurance
Company.(1)
(h) Participation Agreement,
dated October 31, 1995, among
Registrant, INVESCO Funds Group,
Inc. and American Partners Life
Insurance Company.(1)
(i) Participation Agreement,
dated April 15, 1996, among
Registrant, INVESCO Funds Group,
Inc. and Allmerica Financial Life
Insurance and Annuity Company.(2)
(j) Participation Agreement,
dated December 4, 1996, among
Registrant, INVESCO Funds
Group, Inc. and American
Centurion Life Assurance
Company.(3)
(k) Participation Agreement,
dated April 15, 1997, among
Registrant, INVESCO Funds
Group, Inc. and Prudential
Insurance Company of America.(3)
(10) Opinion and consent of counsel as
to the legality of the securities
being registered, indicating whether
they will, when sold, be legally issued,
fully paid and non-assessable.(3)
<PAGE>
(11) Consent of Independent Accountants.
(12) Not applicable.
(13) Not applicable.
(14) Not applicable.
(15) Not applicable.
(16) (a) Schedule for computation of
performance data for Industrial
Income Fund.(1)
(b) Schedule for computation of
performance data for Total Return
Fund.(1)
(c) Schedule for computation of
performance data for High Yield
Fund.(1)
(d) Schedule for computation of
yield data.(1)
(17) (a) Financial Data Schedule
for the year ended
December 31, 1997 for INVESCO
VIF-Industrial Income ^
Portfolio.(5)
(b) Financial Data Schedule
for the year ended
December 31, 1997 for INVESCO
VIF-Total Return ^
Portfolio.(5)
(c) Financial Data Schedule
for the year ended
December 31, 1997 for INVESCO
VIF-High Yield ^
Portfolio.(5)
(d) Financial Data Schedule
for the year ended
December 31, 1997 for INVESCO
VIF-Utilities ^
Portfolio.(5)
(e) Financial Data Schedule
for period from May 22,
1997 (inception) through
December 31, 1997 for
INVESCO VIF - Health Sciences ^ Portfolio.(5)
(f) Financial Data Schedule
for period from May 21,
1997 (inception) through
December 31, 1997 for
INVESCO VIF - Technology ^ Portfolio.(5)
<PAGE>
(g) Financial Data Schedule
for period from August
27, 1997 (inception) through
December 31, 1997 for
INVESCO VIF - Dynamics ^ Portfolio.(5)
(h) Financial Data Schedule
for period from August
27, 1997 (inception) through
December 31, 1997 for
INVESCO VIF - Small Company Growth ^
Portfolio.(5)
(i) Financial Data Schedule
for period from August
27, 1997 (inception) through
December 31, 1997 for
INVESCO VIF - Growth ^ Portfolio.(5)
(18) Not Applicable.
- ------------------
(1)Previously filed on EDGAR with Post-Effective Amendment No. 4 to the
Registrant's Registration Statement on April 11, 1996, and herein incorporated
by reference.
(2)Previously filed on EDGAR with Post-Effective Amendment No. 6 to the
Registrant's Registration Statement on February 14, 1997, and herein
incorporated by reference.
(3)Previously filed on EDGAR with Post-Effective Amendment No. 7 to the
Registrant's Registration Statement on November 12, 1997, and herein
incorporated by reference.
(4)Previously filed on EDGAR with Post-Effective Amendment No. 8 to the
Registrant's Registration Statement on November 24, 1997, and herein
incorporated by reference.
(5)Previously filed on EDGAR with Post-Effective Amendment No. 10 to the
Registrant's Registration Statement on February 27, 1998, and herein
incorporated by reference.
Item 25. Persons Controlled by or Under Common Control with Registrant
No person is presently controlled by or under common control
with the Company.
Item 26. Number of Holders of Securities
Number of Record
Holders as of
Title of Class ^ March 31, 1998
-------------- ----------------
INVESCO VIF - Industrial Income Portfolio 16
INVESCO VIF - Total Return Portfolio 10
INVESCO VIF - High Yield Portfolio 9
<PAGE>
INVESCO VIF - Utilities Portfolio 6
INVESCO VIF - Health Sciences Portfolio 3
INVESCO VIF - Technology Portfolio 3
INVESCO VIF - Dynamics Portfolio 1
INVESCO VIF - Small Company Growth Portfolio ^ 2
INVESCO VIF - Growth Portfolio 1
INVESCO VIF - Realty Portfolio ^ 2
Item 27. Indemnification
Indemnification provisions for officers, directors and employees of
Registrant are set forth in Article VII, Section 2 of the Articles of
Incorporation, and are hereby incorporated by reference. See Item 24(b)(1) and
(2) above. Under these Articles, officers and directors will be indemnified to
the fullest extent permitted by law, subject only to such limitations as may be
required by the Investment Company Act of 1940, as amended, and the rules
thereunder. Under the Investment Company Act of 1940, the directors and officers
of the Company cannot be protected against liability to the Company or its
shareholders to which they would be subject because of willful misfeasance, bad
faith, gross negligence or reckless disregard of the duties of their office. The
Company also maintains liability insurance policies covering its directors and
officers.
Item 28. Business and Other Connections of Investment Adviser
See ^"The Company and Its Management" in the Prospectus and
Statement of Additional Information for information regarding the business of
the investment adviser ^, IFG.
Following are the names and principal occupations of each
director and officer of the investment adviser, IFG. Certain of these persons
hold positions with IDI, a subsidiary of IFG, and, during the past two fiscal
years, have held positions with INVESCO Trust Company ^, another subsidiary of
IFG.
<PAGE>
<TABLE>
<CAPTION>
<S> <C> <C>
Position
with Principal Occupation and
Name Adviser Company Affiliation
---- -------- ------------------------
Dan J. Hesser Chairman Chairman
and INVESCO Funds Group, Inc.
Director 7800 East Union Avenue
Denver, CO 80237
Mark H. Williamson Officer & President & Chief
Director Executive Officer
INVESCO Funds Group, Inc.
7800 East Union Avenue
Denver, CO 80237
William J. Galvin, Jr. Officer Senior Vice President
INVESCO Funds Group, Inc.
7800 East Union Avenue
Denver, CO 80237
Ronald L. Grooms Officer Senior Vice President &
Treasurer
INVESCO Funds Group, Inc.
7800 East Union Avenue
Denver, CO 80237
Gregory E. Hyde Officer Senior Vice President
INVESCO Funds Group, Inc.
7800 East Union Avenue
Denver, CO 80237
Daniel B. Leonard Officer Senior Vice President
INVESCO Funds Group, Inc.
7800 East Union Avenue
Denver, CO 80237
Charles P. Mayer Officer & Senior Vice President
Director INVESCO Funds Group, Inc.
7800 East Union Avenue
Denver, CO 80237
Timothy J. Miller Officer Senior Vice President
INVESCO Funds Group, Inc.
7800 East Union Avenue
Denver, CO 80237
Donovan J. (Jerry) Paul Officer Senior Vice President
INVESCO Funds Group, Inc.
7800 East Union Avenue
Denver, CO 80237
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
<S> <C> <C>
Position
with Principal Occupation and
Name Adviser Company Affiliation
---- ------- ------------------------
Glen A. Payne Officer Senior Vice President,
Secretary & General
Counsel
INVESCO Funds Group, Inc.
7800 East Union Avenue
Denver, CO 80237
John R. Schroer, II Officer Senior Vice President
INVESCO Funds Group, Inc.
7800 East Union Avenue
Denver, CO 80237
Darryl C. Celkupa Officer Vice President
INVESCO Funds Group, Inc.
7800 East Union Avenue
Denver, CO 80237
Ingeborg S. Cosby Officer Vice President
INVESCO Funds Group, Inc.
7800 East Union Avenue
Denver, CO 80237
Elroy E. Frye, Jr. Officer Vice President
INVESCO Funds Group, Inc.
7800 East Union Avenue
Denver, CO 80237
Linda J. Gieger Officer Vice President
INVESCO Funds Group, Inc.
7800 East Union Avenue
Denver, CO 80237
James S. Grabovac Officer Vice President
INVESCO Funds Group, Inc.
7800 East Union Avenue
Denver, CO 80237
Mark D. Greenberg Officer Vice President
INVESCO Funds Group, Inc.
7800 East Union Avenue
Denver, CO 80237
Gerard F. Hallaren, Jr. Officer Vice President
INVESCO Funds Group, Inc.
7800 East Union Avenue
Denver, CO 80237
Richard R. Hinderlie Officer Vice President
INVESCO Funds Group, Inc.
7800 East Union Avenue
Denver, CO 80237
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
<S> <C> <C>
Position
with Principal Occupation and
Name Adviser Company Affiliation
---- -------- ------------------------
Thomas M. Hurley Officer Vice President
INVESCO Funds Group, Inc.
7800 East Union Avenue
Denver, CO 80237
Patricia F. Johnston Officer Vice President
INVESCO Funds Group, Inc.
7800 East Union Avenue
Denver, CO 80237
James F. Lummanick Officer Vice President &
Assistant General Counsel
INVESCO Funds Group, Inc.
7800 East Union Avenue
Denver, CO 80237
Thomas A. Mantone, Jr. Officer Vice President
INVESCO Funds Group, Inc.
7800 East Union Avenue
Denver, CO 80237
Trent E. May Officer Vice President
INVESCO Funds Group, Inc.
7800 East Union Avenue
Denver, CO 80237
Frederick R. (Fritz) Officer Vice President
Meyer INVESCO Funds Group, Inc.
7800 East Union Avenue
Denver, CO 80237
Jeffrey G. Morris Officer Vice President
INVESCO Funds Group, Inc.
7800 East Union Avenue
Denver, CO 80237
Laura M. Parsons Officer Vice President
INVESCO Funds Group, Inc.
7800 East Union Avenue
Denver, CO 80237
Don T. Peck Officer Vice President & National
Sales Manager
INVESCO Funds Group, Inc.
7800 East Union Avenue
Denver, CO 80237
Pamela J. Piro Officer Vice President
INVESCO Funds Group, Inc.
7800 East Union Avenue
Denver, CO 80237
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
<S> <C> <C>
Position
with Principal Occupation and
Name Adviser Company Affiliation
---- ------- ------------------------
Gary L. Rulh Officer Vice President
INVESCO Funds Group, Inc.
7800 East Union Avenue
Denver, CO 80237
John S. Segner Officer Vice President
INVESCO Funds Group, Inc.
7800 East Union Avenue
Denver, CO 80237
Terry B. Smith Officer Vice President
INVESCO Funds Group, Inc.
7800 East Union Avenue
Denver, CO 80237
Alan I. Watson Officer Vice President
INVESCO Funds Group, Inc.
7800 East Union Avenue
Denver, CO 80237
Judy P. Wiese Officer Vice President
INVESCO Funds Group, Inc.
7800 East Union Avenue
Denver, CO 80237
Allyson B. Zoellner Officer Vice President
INVESCO Funds Group, Inc.
7800 East Union Avenue
Denver, CO 80237
Ronald C. Lively Officer Senior Regional Vice
President
INVESCO Funds Group, Inc.
17406 Brown Road
Odessa, FL 33556
Scott E. Stapley Officer Senior Regional Vice
President
INVESCO Funds Group, Inc.
1615 Arch Bay Drive
Newport Beach, CA 92660
David B. McElroy Officer Regional Vice President
INVESCO Funds Group, Inc.
7800 East Union Avenue
Denver, CO 80237
Ryland K. Pruett, Jr. Officer Regional Vice President
INVESCO Funds Group, Inc.
2337 Mirow Place
Charlotte, NC 28270
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
<S> <C> <C>
Position
with Principal Occupation and
Name Adviser Company Affiliation
---- -------- ------------------------
Thomas H. Scanlan Officer Regional Vice President
INVESCO Funds Group, Inc.
12028 Edgepark Court
Potomac, MD 20854
Michael D. Legoski Officer Assistant Vice President
INVESCO Funds Group, Inc.
7800 East Union Avenue
Denver, CO 80237
Stephen A. Moran Officer Assistant Vice President
INVESCO Funds Group, Inc.
7800 East Union Avenue
Denver, CO 80237
Donald R. Paddack Officer Assistant Vice President
INVESCO Funds Group, Inc.
7800 East Union Avenue
Denver, CO 80237
Kent T. Schmeckpeper Office Assistant Vice President
Account Relationship
Manager
INVESCO Funds Group, Inc.
7800 East Union Avenue
Denver, CO 80237
Tane' T. Tyler Officer Assistant Vice President
INVESCO Funds Group, Inc.
7800 East Union Avenue
Denver, CO 80237
Jeraldine E. Kraus Officer Assistant Secretary
INVESCO Funds Group, Inc.
7800 East Union Avenue
Denver, CO 80237
Robert J. O'Connor Officer Chief Executive Officer
INVESCO Retirement Plan
Services
1201 Peachtree Street, NE
Atlanta, GA 30361
Scott P. Brogan Officer Senior Vice President
INVESCO Retirement Plan
Services
1201 Peachtree Street, NE
Atlanta, GA 30361
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
<S> <C> <C>
Position
with Principal Occupation and
Name Adviser Company Affiliation
---- ------- ------------------------
Mark A. Cox Officer Senior Vice President
INVESCO Retirement Plan
Services
1201 Peachtree Street, NE
Atlanta, GA 30361
Joseph B. Jennings Officer Senior Vice President
INVESCO Retirement Plan
Services
1201 Peachtree Street, NE
Atlanta, GA 30361
Mark A. Jones Officer Senior Vice President
INVESCO Retirement Plan
Services
1201 Peachtree Street, NE
Atlanta, GA 30361
Barbara L. March Officer Senior Vice President
INVESCO Retirement Plan
Services
1201 Peachtree Street, NE
Atlanta, GA 30361
Robert D. (Toby) Officer Regional Vice President
Cromwell INVESCO Retirement Plan
Services
7800 East Union Avenue
Denver, CO 80237
Leo W. Cullen Officer Regional Vice President
INVESCO Retirement Plan
Services
101 Federal Street
Boston, MA 02110
Douglas P. Dohm Officer Regional Vice President
INVESCO Retirement Plan
Services
1201 Peachtree Street, NE
Atlanta, GA 30361
Rayane S. Clark Officer Vice President
INVESCO Retirement Plan
Services
1201 Peachtree Street, NE
Atlanta, GA 30361
<PAGE>
</TABLE>
<TABLE>
<CAPTION>
<S> <C> <C>
Position
with Principal Occupation and
Name Adviser Company Affiliation
---- -------- ------------------------
Frederick W. Braley Officer Chief Financial Officer &
Treasurer
INVESCO Retirement Plan
Services
1201 Peachtree Street, NE
Atlanta, GA 30361
Robert E. Starr Officer Secretary & General
Counsel
INVESCO Retirement Plan
Services
1201 Peachtree Street, NE
Atlanta, GA 30361
</TABLE>
Item 29. Principal Underwriters
(a) INVESCO Capital Appreciation Funds, Inc.
INVESCO Diversified Funds, Inc.
INVESCO Emerging Opportunity Funds, Inc.
INVESCO Growth Fund, Inc.
INVESCO Income Funds, Inc.
INVESCO Industrial Income Fund, Inc.
INVESCO International Funds, Inc.
INVESCO Money Market Funds, Inc.
INVESCO Multiple Asset Funds, Inc.
INVESCO Specialty Funds, Inc.
INVESCO Strategic Portfolios, Inc.
INVESCO Tax-Free Income Funds, Inc.
INVESCO Value Trust
<PAGE>
(b)
Positions and Positions and
Name and Principal Offices with Offices with
Business Address Underwriter Registrant
- ------------------ ------------- -------------
William J. Galvin, Jr. Senior Vice Assistant
7800 E. Union Avenue President Secretary
Denver, CO 80237
Ronald L. Grooms Senior Vice Treasurer,
7800 E. Union Avenue President & Chief Fin'l
Denver, CO 80237 Treasurer Officer, and
Chief Acctg.
Off.
Hubert L. Harris, Jr. Director
1315 Peachtree St., N.E.
Atlanta, GA 30309
Dan J. Hesser Chairman of President,
7800 E. Union Avenue the Board, CEO & Dir.
Denver, CO 80237 President ,
Chief Executive
Officer, &
Director
Gregory E. Hyde Vice President
7800 E. Union Avenue
Denver, CO 80237
Charles P. Mayer Director
7800 E. Union Avenue
Denver, CO 80237
Glen A. Payne Senior Vice Secretary
7800 E. Union Avenue President,
Denver, CO 80237 Secretary &
General Counsel
Judy P. Wiese Vice President Asst. Treas.
7800 E. Union Avenue
Denver, CO 80237
<PAGE>
(c) Not applicable.
Item 30. Location of Accounts and Records
Dan J. Hesser
7800 E. Union Avenue
Denver, CO 80237
Item 31. Management Services
Not applicable.
Item 32. Undertakings
(a) The Registrant hereby undertakes that its board of
directors will call such meetings of shareholders of
the Funds, for action by shareholder vote, including
acting on the question of removal of a director or
directors, as may be requested in writing by the
holders of at least 10% of the outstanding shares of
a Fund or as may be required by applicable law or
the Company's Articles of Incorporation, and to
assist shareholders in communicating with other
shareholders as required by the Investment Company
Act of 1940.
(b) The Registrant hereby undertakes to furnish each
person to whom a prospectus is delivered with a copy
of Registrant's latest annual report to shareholders,
upon request and without charge.
<PAGE>
Pursuant to the requirements of the Securities Act of 1933 and the
Investment Company Act of 1940, the registrant certifies that it meets all of
the requirements for effectiveness of this Registration Statement pursuant to
Rule 485(b) under the Securities Act of 1933 and has duly caused this
post-effective amendment to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Denver, County of Denver, and State of
Colorado, on the ^ 30th day of ^ April, 1998.
Attest: INVESCO Variable Investment
Funds, Inc.
/s/ Glen A. Payne /s/ Dan J. Hesser
- --------------------------- ---------------------------
Glen A. Payne, Secretary Dan J. Hesser, President
Pursuant to the requirements of the Securities Act of 1933, this
post-effective amendment to Registrant's Registration Statement has been signed
by the following persons in the capacities indicated on this ^ 30th day of ^
April, 1998.
/s/ Dan J. Hesser /s/ Lawrence H. Budner
- --------------------------- ---------------------------
Dan J. Hesser, President & Lawrence H. Budner,
Director, (Chief Executive Officer) Director
/s/ Ronald L. Grooms /s/ Daniel D. Chabris
- --------------------------- --------------------------
Ronald L. Grooms, Treasurer Daniel D. Chabris, Director
(Chief Financial and Accounting
Officer)
/s/ Victor L. Andrews /s/ Fred A. Deering
- --------------------------- ---------------------------
Victor L. Andrews, Director Fred A. Deering, Director
/s/ Bob R. Baker /s/ Larry Soll
- --------------------------- ---------------------------
Bob R. Baker, Director Larry Soll, Director
/s/ Hubert L. Harris, Jr. /s/ Kenneth T. King, Director
- --------------------------- -----------------------------
Hubert L. Harris, Jr., Director Kenneth T. King, Director
/s/ Charles W. Brady /s/ John W. McIntyre
- --------------------------- ---------------------------
Charles W. Brady, Director John W. McIntyre, Director
/s/ Wendy L. Gramm
- ---------------------------
Wendy L. Gramm, Director
By* By*/s/ Glen A. Payne
------------------------ ------------------------
Edward F. O'Keefe Glen A. Payne
Attorney in Fact Attorney in Fact
* Original Powers of Attorney authorizing Edward F. O'Keefe and Glen A. Payne,
and each of them, to execute this post-effective amendment to the Registration
Statement of the Registrant on behalf of the above-named directors and officers
(with the exception of Larry Soll and Wendy L. Gramm) of the Registrant have
been filed with the Securities and Exchange Commission on October 8, 1993,
December 22, 1993, March 22, 1994, January 30, 1995 ^, February 28, 1995,
October 7, 1996 and November 24, 1997.
<PAGE>
Exhibit Index
Page in
Exhibit Number Registration Statement
-------------- ----------------------
^ 11
Consent of Independent Accountants
We hereby consent to the incorporation by reference in the Prospectus and
Statement of Additional Information constituting parts of this Post-Effective
Amendment No. 11 to the registration statement on Form N-1A (the "Registration
Statement") of our report dated February 6, 1998, relating to the financial
statements and financial highlights appearing in the December 31, 1997 Annual
Report to Shareholders of INVESCO International Funds, Inc., which is also
incorporated by reference into the Registration Statement. We also consent to
the references to us under the heading "Financial Highlights" in the Prospectus
and under the headings "Independent Accountants" and "Financial Statements" in
the Statement of Additional Information.
/s/ Price Waterhouse LLP
- -------------------------------------
Denver, Colorado
April 30, 1998
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