INVESCO VARIABLE INVESTMENT FUNDS INC, 485APOS, 1998-05-04

INVESCO VARIABLE INVESTMENT FUNDS INC
485APOS, 1998-05-04

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As filed on ^ May 4, 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. ^ 12 [X]
-------

REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 [ ]
Amendment No. ^ 13 [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)
- --- ^ on --------------, pursuant to paragraph (b)
- --- 60 days after filing pursuant to paragraph (a)(1)
^ X on July 3, 1998, 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 305
Exhibit index is located at page 294

<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

-i-

<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.

-ii-

<PAGE>

Prospectus
^ July [_], 1998

INVESCO VARIABLE INVESTMENT FUNDS, INC.
INVESCO VIF - Dynamics Portfolio

INVESCO Variable Investment Funds, Inc. (the "Company"), a Maryland
corporation, is an open-end management investment company that offers shares of
common stock of ten diversified investment portfolios (the "Funds"), including
the INVESCO VIF - Dynamics Portfolio (the "Dynamics Fund" or "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. If
other Funds are available under a Participating Insurance Company's contracts, a
prospectus describing them will be available from the Participating Insurance
Company.

The Dynamics Fund seeks appreciation of capital through aggressive
investment policies. The Fund invests primarily in common stocks of U.S.
companies traded on national securities exchanges and over-the-counter.

This Prospectus sets forth concisely the information about the Fund that a
prospective purchaser should know before purchasing a variable contract from a
Participating Insurance Company or allocating contract values to the Fund.
Please read this Prospectus and retain it for future reference. Additional
information about the Fund has been filed with the Securities and Exchange
Commission and is available upon request by writing INVESCO Distributors, 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 ^ July [_], 1998, is incorporated by reference into this Prospectus.

<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 FUND ARE NOT DEPOSITS OR OBLIGATIONS OF, OR
GUARANTEED OR ENDORSED BY, ANY BANK OR OTHER FINANCIAL INSTITUTION. THE SHARES
OF THE FUND ARE NOT FEDERALLY INSURED BY THE FEDERAL DEPOSIT INSURANCE
CORPORATION, THE FEDERAL RESERVE BOARD OR ANY OTHER AGENCY.

TABLE OF CONTENTS
Page

SUMMARY......................................................................6

FINANCIAL HIGHLIGHTS.........................................................8

INVESTMENT OBJECTIVES AND POLICIES..........................................10

RISK FACTORS................................................................10

INVESTMENT RESTRICTIONS.....................................................15

MANAGEMENT..................................................................15

PURCHASES AND REDEMPTIONS...................................................17

TAX STATUS, DIVIDENDS AND DISTRIBUTIONS.....................................18

PERFORMANCE INFORMATION.....................................................19

ADDITIONAL INFORMATION......................................................20

<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 ten diversified investment portfolios ("Funds"), the INVESCO VIF -
Dynamics Portfolio, the INVESCO VIF - Growth Portfolio, the INVESCO VIF - Health
Sciences Portfolio, the INVESCO VIF - High Yield Portfolio, the INVESCO VIF -
Industrial Income Portfolio, the INVESCO VIF - Realty Portfolio, the INVESCO VIF
- - Small Company Growth Portfolio, the INVESCO VIF - Technology Portfolio, the
INVESCO VIF - Total Return 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 Participating 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 the Fund, or change existing allocations among investment
alternatives, including the Fund.

The Fund seeks capital appreciation. This investment objective is
fundamental and may be changed only by a vote of a majority of the outstanding
shares of the Fund. There is no assurance that the Fund will achieve its
investment objective. Any investment policy of the 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.

The Fund seeks to attain its investment objective by investing aggressively
in common stocks of U.S. companies traded on national securities exchanges and
over-the-counter. There is no guarantee that the Fund will achieve its
investment objective. A discussion of the Fund's investment objective and
policies is provided below under the caption "Investment Objectives and
Policies."

Various types of risks are involved with the Fund. The Fund may lend
portfolio securities and may enter into repurchase agreements with respect to
debt instruments eligible for investment by the Fund. The Fund may invest up to
15% of its net assets in illiquid securities. The 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 Fund 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."

<PAGE>

INVESCO Funds Group, Inc. ("IFG"), the Fund's investment adviser, is
primarily responsible for providing the Fund with portfolio management, various
administrative services and supervising the Fund's daily business affairs. The
Fund pays IFG an advisory fee for the management of its investments and business
affairs. A discussion of these fees and additional information about IFG 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 1997 Annual Report to Shareholders which is
incorporated by reference into the Statement of Additional Information. Both are
available without charge by contacting INVESCO Distributors, Inc. at the address
or telephone number shown on the cover page of this Prospectus, or by contacting
a Participating Insurance Company.

Period
Ended
December 31
--------------
1997+

Dynamics Portfolio

PER SHARE DATA
Net Asset Value - Beginning of Period $10.00
--------------
INCOME FROM INVESTMENT OPERATIONS
Net Investment Income 0.02
Net Gains on Securities (Both Realized
and Unrealized) 0.32
Total from Investment Operations 0.34
--------------
Net Asset Value - End of Period $10.34
==============

TOTAL RETURN>> 3.40%*

RATIOS
Net Assets - End of Period ($000 Omitted) $257
Ratio of Expenses to Average Net Assets 0.52%@~
Ratio of Net Investment Income to
Average Net Assets 0.63%~
Portfolio Turnover Rate 28%*
Average Commission Rate Paid^^ $0.0588*

+ All of the expenses of the Portfolio were voluntarily absorbed by IFG from
August 25, 1997, commencement of investment operations, through December 31,
1997. If such expenses had not been voluntarily absorbed, ratio of expenses to
average net assets would have been 34.18% and ratio of net investment income to
average net assets would have been (33.03%).

> Total return does not reflect expenses that apply to the related insurance
policies, and inclusion of these charges would reduce the total return figures
for the period shown.

<PAGE>

* Based on operations for the period shown and, accordingly, are not
representative of a full year.

@ Ratio is based on Total Expenses of the Portfolio, less Expenses Absorbed by
Investment Adviser, which is before any expense offset arrangements.

~ Annualized

<PAGE>

INVESTMENT OBJECTIVES AND POLICIES

The Fund seeks capital appreciation. This investment objective, as
described below, is fundamental and may be changed only by vote of a majority of
the outstanding shares of the Fund. There is no assurance that the Fund will
achieve its investment objective. Any investment policy of the 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 IFG believes market or
economic conditions are unfavorable, the Fund 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.

The Fund seeks to achieve its objective through the investment of its
assets in a variety of securities that are believed to present opportunities for
capital enhancement -- primarily common stocks of companies traded on U.S.
securities exchanges, as well as over-the-counter. The Fund also has the
flexibility to invest in preferred stocks and convertible or straight issues of
debentures, as well as foreign securities.

The 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 restricted securities that may be resold
to institutional investors, known as "Rule 144A Securities." See "Risk Factors
- --Illiquid and Rule 144A Securities" below.

Because prices of stocks fluctuate from day to day, the value of an
investment in the Fund will vary based upon the Fund's investment performance.
The Fund invests 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 the Fund will attain its objectives.

RISK FACTORS

Contract owners should consider the special factors associated with the
policies discussed below in determining the appropriateness of allocating
contract values to the Fund. 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 differences 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 the
Fund, are subject to some degree of credit risk and market risk.

<PAGE>

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, the Fund, as a matter of fundamental
policy, will be diversified. With respect to 75% of the Fund's total assets, no
more than 5% of the Fund's total assets will be invested in the securities of
any one issuer. In addition, no more than 25% of the 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 the Fund.

^ Year 2000 Computer Issue. Due to the fact that many computer systems in
use today cannot recognize the year 2000, but will, unless corrected, revert to
1900 or 1980 or cease to function at that time, the markets for securities in
which the Fund invests may be detrimentally affected by computer failures
throughout the financial services industry beginning January 1, 2000. Improperly
functioning trading systems may result in settlement problems and liquidity
issues. In addition, corporate and governmental data processing errors may
result in production issues for individual companies and overall economic
uncertainties. Earnings of individual issuers will be affected by remediation
costs, which may be substantial. The Fund's investments may be adversely
affected.

Portfolio Lending. The 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
the Fund to earn income, which, in turn, can be invested in additional
securities to pursue the Fund's investment objective. The 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). The Fund
may pay finder's and other fees in connection with its securities loans.

Lending securities involves certain risks, the most significant of which
is the risk that a borrower may fail to return a portfolio security. IFG
monitors the creditworthiness of borrowers in order to minimize such risks. The
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).

<PAGE>

are deemed creditworthy by IFG (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, the Fund could
incur costs or delays in seeking to sell the security.

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. The Fund will not enter into a repurchase
agreement maturing in more than seven days if as a result more than 15% of the
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 the Fund. Although the Fund does not trade for short-term profits,
securities may be sold without regard to the time they have been held in the
Fund when, in the opinion of IFG, market considerations warrant such action.
Therefore, the portfolio turnover rate of the Fund may be higher than those of
other investment companies with comparable investment objectives. Increased
portfolio turnover would cause the Fund to incur greater brokerage costs than
would otherwise be the case. The actual portfolio turnover rates for the Fund
are set forth under "Financial Highlights." 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 Fund is 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, the 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 the 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, the Fund might have to bear the expense and incur the
delays associated with effecting registration.

<PAGE>

board. For more information concerning Rule 144A Securities, see the
Statement of Additional Information.

Foreign Securities. The 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 a foreign
currency, returns on foreign securities for a U.S. investor or foreign
securities denominated in that foreign currency 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 the 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 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

<PAGE>

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. The Fund 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 Fund holds foreign
securities. A forward contract is an agreement between contracting parties to
exchange an amount of currency at some future time at an agreed upon rate.
Although the Fund has not adopted any limitations on its ability to use forward
contracts as a hedge against fluctuations in foreign exchange rates, the Fund
does not attempt to hedge all of its foreign investment positions and will enter
into forward contracts only to the extent, if any, deemed appropriate by IFG.
The Fund 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 Fund's limitation on investing in illiquid
securities, discussed above. For additional information regarding forward
contracts, see "Investment Policies" in the Statement of Additional Information.

Futures and Options. A futures contract is an agreement to buy or sell a
specific amount of a financial instrument or commodity at a particular price on
a particular date. The Fund will use futures contracts only to hedge against
price changes in the value of its current or intended investments in securities.
In the event that an anticipated decrease in the value of portfolio securities
occurs as a result of a general decrease in prices, the adverse effects of such
changes may be offset, at least in part, by gains on the sale of futures
contracts. Conversely, the increased cost of portfolio securities to be
acquired, caused by a general increase in prices, may be offset, at least in
part, by gains on futures contracts purchased by the Fund. Brokerage fees are
paid to trade futures contracts, and the Fund is required to maintain margin
deposits.

<PAGE>

the expiration date. 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 or security changes sufficiently, the
option may expire without value to the Fund.

Although the Fund will enter into futures contracts and options on futures
contracts and securities solely for hedging or other nonspeculative purposes,
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, which are set
forth in greater detail in the Statement of Additional Information and Appendix
A therein.

The Fund may buy and sell interest rate futures contracts relating to U.S.
government securities for the purpose of hedging the value of its securities
portfolio.

INVESTMENT RESTRICTIONS

The 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 in any one industry. A list of the Fund's fundamental
investment restrictions and a list of additional, non-fundamental investment
restrictions of the 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, IFG, 7800 E. Union Avenue,
Denver, Colorado, serves as the ^ Fund's investment adviser. IFG is primarily
responsible for providing the ^ Fund with investment management, various
administrative services and supervising the Fund's daily business affairs. IFG
is responsible for selecting and managing the investments of the Fund. These
services are subject to review by the Company's board of directors.

Under a Distribution Agreement effective September 30, 1997, INVESCO
Distributors, Inc. ("IDI") provides services relating to the distribution and
sales of the Fund's shares. IDI, established in 1997, is a registered
broker-dealer that acts as distributor for all retail funds advised by IFG.
Prior to September 30, 1997, IFG served as the Fund's distributor.

<PAGE>

approximately $192.2 billion in assets under management. IFG was
established in 1932 and, as of December 31, 1997, managed 14 mutual funds
consisting of 47 separate portfolios, with combined assets of approximately
$16.7 billion on behalf of 848,106 shareholders.

Prior to February 3, 1998, INVESCO Trust Company ("INVESCO Trust")
provided sub-advisory services to the Fund. Effective February 3, 1998, INVESCO
Trust no longer provides sub-advisory services to the Fund; IFG provides such
day-to-day portfolio management services as the investment adviser to the Fund.
This change in no way changes the basis upon which investment advice is provided
to the Fund, the cost of those services to the Fund or the persons actually
performing the investment advisory and other services previously provided by
INVESCO Trust.

The Fund is managed by two members of INVESCO's Growth Team, which is
headed by Timothy J. Miller. The following individuals are primarily responsible
for the day-to-day management of the Fund's portfolio holdings:

Timothy J. Miller, a Chartered Financial Analyst, has been the lead
portfolio manager of the Fund since 1993. Mr. Miller is also the lead portfolio
manager of INVESCO Dynamics Fund and co-manages INVESCO Small Company Growth
Fund, INVESCO VIF - Small Company Growth Fund, INVESCO Growth Fund, and INVESCO
VIF - Growth Fund. Mr. Miller is also a senior vice president of ^ IFG. Mr.
Miller was previously an analyst and portfolio manager with Mississippi Valley
Advisors from 1979 to 1992. Mr. Miller received an M.B.A. from the University of
Missouri-St. Louis and a B.S.B.A. from St. Louis University.

Tom Wald has been a co-portfolio manager of the Fund since October 1997.
Mr. Wald also co-manages INVESCO Dynamics Fund. Mr. Wald was previously the
senior health care analyst with Munder Capital Management. Mr. Wald has also
worked for Duff & Phelps and Prudential Investment Corp. Mr. Wald received an
M.B.A. from the Wharton School at the University of Pennsylvania and a B.A. from
Tulane University.

The Fund pays IFG a monthly advisory fee which is based upon a percentage
of the Fund's average net assets, determined daily. The advisory fee is computed
at the following annual rates: 0.60% on the first $350 million of the Fund's
average net assets; 0.55% on the next $350 million; and 0.50% on the Fund's
average net assets in excess of $700 million. For the fiscal period ended
December 31, 1997, the investment advisory fee paid by the Fund was 0.60% of the
Fund's average net assets.

<PAGE>

that Participating Insurance Companies provide, these services in an amount up
to $10,000 per year per Fund (the "Base Fee"), plus 0.015% of the net assets of
each Fund as of [_____], 1998, plus 0.265% of the new assets (new sales of
shares, exchanges into the Funds and reinvestment of dividends and capital gains
distributions) of each Fund on or after July [_], 1998 (the "Incremental Fees").
IFG may pay all or a portion of the Base Fee and the Incremental Fees to other
companies that assist in providing the services. IFG also is paid a fee by the
Company for providing transfer agent services. See ^ "Additional Information.^"

The management and custodial services provided to the Fund by Fund
Management and the Fund's custodian, and the services provided to shareholders
by IDI and IFG, depend on the continued functioning of their computer systems.
Many computer systems in use today cannot recognize the year 2000, but will
revert to 1900 or 1980 or will cease to function due to the manner in which
dates were encoded and are calculated. That failure could have a negative impact
on the handling of the Fund's securities trades, its share pricing and its
account services. The Fund and its service providers have been actively working
on necessary changes to their computer systems to deal with the year 2000 and
expect that their systems will be adapted before that date, but there can be no
assurance that they will be successful. Furthermore, services may be impaired at
that time as a result of the interaction of their systems with others'
noncomplying computer systems.

The Fund's expenses, which are accrued daily, are generally deducted from
its total income before dividends are paid. Total expenses of the Fund (prior to
expense offset arrangements) for the fiscal period ended December 31, 1997,
including investment advisory fees (but excluding brokerage commissions, which
are a cost of acquiring securities), amounted to 0.90% of the Fund's average net
assets. Certain Fund expenses are absorbed voluntarily by IFG pursuant to a
commitment to the Company to limit the Fund's annual expenses to no more than
0.90% of the Fund's average net assets. This commitment may be changed following
consultation with the Company's board of directors. If such voluntary expense
limit ^ had not been in effect, the total operating expenses, as a percentage of
the Fund's average net assets for the fiscal period ended December 31, 1997,
would have been 34.18%.

^ IFG 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 ^ IFG's personnel to conduct their
personal investment activities in a manner that ^ IFG believes is not
detrimental to the Fund or ^ IFG's other advisory clients. See "Management" in
the Statement of Additional Information for more detailed information.

PURCHASES AND REDEMPTIONS

<PAGE>

shares of the Fund. Sales charges for the variable annuity or variable life
insurance contracts are described in the Separate Account Prospectuses. IDI 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 Fund.

The Participating Insurance Companies place orders for their separate
accounts to purchase and redeem shares of the Fund based, among other things, on
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 Fund by the Company's transfer agent (IFG) 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 the Fund once each day that the
New York Stock Exchange is open, as of the close of regular trading on that
Exchange (generally 4:00 p.m., New York time), and also may be computed on other
days under certain circumstances. Net asset value per share for the 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 represents fair value.

TAX STATUS, DIVIDENDS AND DISTRIBUTIONS

Taxes. The Fund intends to distribute to shareholders all of its net
investment income, net capital gains and net gains from foreign currency
transactions, if any. Distribution of substantially all net investment income to
the separate accounts of the Participating Insurance Companies which hold its
shares allows the Fund to maintain its tax status as a regulated investment
company.

As a regulated investment company, the Fund generally will not be subject
to tax on its ordinary income and net realized capital gains. 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 distributions are subject to federal income tax if they are retained as
part of contract reserves.

<PAGE>

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. Dividends and Other Distributions. The Fund earns ordinary or net
investment income in the form of dividends and interest on its investments.
Dividends paid by the Fund will be based solely on the income earned by it. The
Fund's policy is to distribute substantially all of this income, less Fund
expenses, to shareholders on an annual basis, at the discretion of the Fund's
board of directors. Dividends are automatically reinvested in additional shares
of the Fund, unless cash distributions are requested on behalf of a separate
account, at the net asset value on the ex-dividend date.

In addition, the Fund realizes capital gains and losses when it sells
securities for more or less than it paid. If total gains on sales exceed total
losses (including losses carried forward from previous years), the Fund has a
net realized capital gain. Net realized capital gains, if any, together with
gains, if any, realized on foreign currency transactions, are distributed to
shareholders at least annually, usually in December. Capital gain distributions
are automatically reinvested in additional shares of the Fund, unless cash
distributions are requested on behalf of a separate account, at the net asset
value on the ex-distribution date.

PERFORMANCE INFORMATION

From time to time, the Fund's total return and/or yield may be included in
advertisements, sales literature, shareholder reports or Separate Account
Prospectuses. The Fund's total return and yield include the effect of deducting
the 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 Fund can be purchased only through a variable annuity or variable life
insurance contract, the Fund's 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 the 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 the 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 Fund for the fiscal period ended
December 31, 1997, was 3.40%.

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.

<PAGE>

In conjunction with performance reports and/or analyses of shareholder
service concerning the Fund, comparisons of the Fund's performance for a given
period to the performance of recognized indices for the same period may be made.
Such indices include ones provided by Dow Jones & Company, Standard & Poor's,
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 Fund's 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, Kiplinger'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
Fund in performance reports, will be drawn from the "Capital Appreciation Funds"
grouping. In addition, the broad-based Lipper variable insurance product
groupings may be used for comparison to the Fund. 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 shareholders of the
Fund. 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
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.

<PAGE>

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 Fund 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. IFG 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 the
Fund's investment objective by investing all of the Fund's assets in another
investment company having the same investment objective and substantially the
same investment policies and restrictions as those applicable to the Fund. It is
expected that any such investment company would be managed by IFG in
substantially the same manner as the 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 Fund's
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
Company's board of directors determines it to be in the best interests of the
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
REPRESENTATIONS 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>

Prospectus
^ July [_], 1998

INVESCO VARIABLE
INVESTMENT FUNDS, INC.

INVESCO VIF - Dynamics Portfolio

INVESCO FUNDS

INVESCO Distributors, Inc.(sm)
Distributor
Post Office Box 173706
Denver, Colorado 80217-3706

1-800-525-8085
PAL(R): 1-800-424-8085.
http://www.invesco.com

In Denver, 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.

<PAGE>

Prospectus
^ July [_], 1998

INVESCO VARIABLE INVESTMENT FUNDS, INC.
INVESCO VIF - Growth Portfolio

INVESCO Variable Investment Funds, Inc. (the "Company"), a Maryland
corporation, is an open-end management investment company that offers shares of
common stock of ten diversified investment portfolios (the "Funds"), including
the INVESCO VIF - Growth Portfolio (the "Growth Fund" or "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. If other Funds are
available under a Participating Insurance Company's contracts, a prospectus
describing them will be available from the Participating Insurance Company.

The Growth Fund seeks long-term capital growth. The Fund also seeks, as a
secondary objective, to obtain investment income through the purchase of
securities of carefully selected companies representing major fields of business
and industrial activity. In pursuing its objectives, the Fund invests primarily
in common stocks, but may also invest in other kinds of securities, including
convertible and straight issues of debentures and preferred stock.

<PAGE>

TABLE OF CONTENTS
Page

SUMMARY....................................................................25

FINANCIAL HIGHLIGHTS.......................................................27

INVESTMENT OBJECTIVES AND POLICIES.........................................29

RISK FACTORS...............................................................29

INVESTMENT RESTRICTIONS....................................................34

MANAGEMENT.................................................................34

PURCHASES AND REDEMPTIONS..................................................36

TAX STATUS, DIVIDENDS AND DISTRIBUTIONS....................................37

PERFORMANCE INFORMATION....................................................38

ADDITIONAL INFORMATION.....................................................39

APPENDIX...................................................................41

<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 ten diversified investment portfolios ("Funds"), the INVESCO VIF -
Dynamics Portfolio, the INVESCO VIF - Growth Portfolio, the INVESCO VIF - Health
Sciences Portfolio, the INVESCO VIF - High Yield Portfolio, the INVESCO VIF -
Industrial Income Portfolio, the INVESCO VIF - Realty Portfolio, the INVESCO VIF
- - Small Company Growth Portfolio, the INVESCO VIF - Technology Portfolio, the
INVESCO VIF - Total Return 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 Fund seeks long-term capital ^ growth. The Fund also seeks, as a
secondary objective, to obtain investment income through the purchase of
securities of carefully selected companies representing major fields of business
and industrial activity. These investment objectives are fundamental and may be
changed only by a vote of a majority of the outstanding shares of the Fund.
There is no assurance that the Fund will achieve its investment objectives. Any
investment policy of the 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.

The Fund seeks to attain its investment objective by investing primarily
in common stocks, but may also invest in other kinds of securities, including
convertible and straight issues of debentures and preferred stock. There is no
guarantee that the Fund will achieve its investment objective. A discussion of
the Fund's investment objective and policies is provided below under the caption
"Investment Objectives and Policies."

<PAGE>

The Fund 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. ("IFG"), the Fund's investment adviser, is
primarily responsible for providing the Fund with portfolio management, various
administrative services and supervising the Fund's daily business affairs. The
Fund pays IFG an advisory fee for the management of its investments and business
affairs. A discussion of these fees and additional information about IFG, are
provided below under the caption "Management."

<PAGE>

FINANCIAL HIGHLIGHTS
(For a Fund Share Outstanding Throughout Each Period)

Period
Ended
December 31
--------------
1997+

Growth Portfolio

PER SHARE DATA
Net Asset Value - Beginning of Period $10.00
--------------
INCOME FROM INVESTMENT OPERATIONS
Net Investment Income 0.05
Net Gains on Securities (Both Realized
and Unrealized) 0.64
Total from Investment Operations 0.69
--------------
Net Asset Value - End of Period $10.69
==============

TOTAL RETURN> ^ 6.90%*

RATIOS
Net Assets - End of Period ($000 Omitted) $266
Ratio of Expenses to Average Net Assets 0.29%@~
Ratio of Net Investment Income to
Average Net Assets 1.45%~
Portfolio Turnover Rate 12%*
Average Commission Rate Paid^^ $0.0596*

+ All of the expenses of the Portfolio were voluntarily absorbed by IFG from
August 25, 1997, commencement of investment operations, through December 31,
1997. If such expenses had not been voluntarily absorbed, ratio of expenses to
average net assets would have been 28.76% and ratio of net investment income to
average net assets would have been (27.02%).

^> 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
period shown.

* Based on operations for the period shown and, accordingly, are not
representative of a full year.

@ Ratio is based on Total Expenses of the Portfolio, less Expenses Absorbed by
Investment Adviser, which is before any expenses offset arrangements.

<PAGE>

~ Annualized

<PAGE>

INVESTMENT OBJECTIVES AND POLICIES

The Fund seeks long-term capital ^ growth and, secondarily, investment
income. These investment objectives, as described below, are fundamental and may
be changed only by vote of a majority of the outstanding shares of that Fund.
There is no assurance that the Fund will achieve its investment ^ objectives.
Any investment policy of the 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 IFG believes market or economic conditions are
unfavorable, the Fund 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.

The Fund normally holds common stocks (including securities convertible
into common stocks), although it may invest in the following other types of
securities: commercial paper, convertible debentures and straight debt
securities having an investment grade rating (Baa or above by Moody's Investors
Services, Inc. ("Moody's") or BBB or above by Standard & Poor's, a division of
The McGraw-Hill Companies, ("S&P")) and preferred stocks. In each instance, the
Fund endeavors to invest in securities offering the possibility of capital
enhancement and some current income. See the Appendix to this Prospectus for a
specific description of each corporate bond rating category.

In selecting securities for investment, IFG will seek to identify
companies that have a better than average earnings growth potential and those
industries that stand to enjoy the greatest benefit from the predicted economic
environment. The Fund seeks to purchase the securities of companies that are
thought to be best situated in those industry categories. While dividends are of
secondary consideration, dividend payment records of companies are also
considered.

RISK FACTORS

<PAGE>

monitor events in order to identify any material irreconcilable conflicts
which may possibly arise due to differences 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 the
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.

Year 2000 Computer Issue. Due to the fact that many computer systems in
use today cannot recognize the year 2000, but will, unless corrected, revert to
1900 or 1980 or cease to function at that time, the markets for securities in
which the Fund invests may be detrimentally affected by computer failures
throughout the financial services industry beginning January 1, 2000. Improperly
functioning trading systems may result in settlement problems and liquidity
issues. In addition, corporate and governmental data processing errors may
result in production issues for individual companies and overall economic
uncertainties. Earnings of individual issuers will be affected by remediation
costs, which may be substantial. The Fund's investments may be adversely
affected.

Lending securities involves certain risks, the most significant of which
is the risk that a borrower may fail to return a portfolio security. IFG
monitors the creditworthiness of borrowers in order to minimize such risks. The
Fund will not lend any security if, as a result of that loan, the aggregate
value of securities then on loan would exceed 33-1/3% of the Fund's total assets
(taken at market value).

<PAGE>

Repurchase Agreements. The Fund may enter into repurchase agreements with
respect to debt instruments eligible for investment by the Fund. These
agreements are entered into with member banks of the Federal Reserve System,
registered broker-dealers, and registered government securities dealers which
are deemed creditworthy by IFG (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, the Fund could
incur costs or delays in seeking to sell the security.

<PAGE>

investments in Rule 144A Securities could be impaired if dealers or
institutional investors become uninterested in purchasing these securities. The
Company's board of directors has delegated to ^ IFG 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.

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.

<PAGE>

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.

<PAGE>

price, before the expiration date. A put option contract grants the
purchaser the right to sell the underlying future or security, at the strike
price, before the expiration date. 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 or security changes
sufficiently, the option may expire without value to the Fund.

The Fund may buy and sell interest rate futures contracts relating to U.S.
government securities for the purpose of hedging the value of its securities
portfolio.

INVESTMENT RESTRICTIONS

MANAGEMENT

Pursuant to an agreement with the Company, IFG, 7800 E. Union Avenue,
Denver, Colorado, serves as the Fund's investment adviser. IFG is primarily
responsible for providing the Funds with investment management, various
administrative services and supervising the Fund's daily business affairs. IFG
is responsible for selecting and managing the investments of the Fund. These
services are subject to review by the Company's board of directors.

<PAGE>

IFG and IDI are indirect wholly-owned subsidiaries of AMVESCAP PLC, a
publicly-traded holding company that, through its subsidiaries, engages in the
business of investment management on an international basis. AMVESCAP PLC has
approximately $192.2 billion in assets under management. IFG was established in
1932 and, as of December 31, 1997, managed 14 mutual funds consisting of 47
separate portfolios, with combined assets of approximately $16.7 billion on
behalf of 848,106 shareholders.

Trent E. May, a Chartered Financial Analyst, has been the lead portfolio
manager of the Fund since October 1997 (co-portfolio manager since 1996). Mr.
May is also the lead portfolio manager of INVESCO Growth Fund and co-manages
INVESCO Small Company Growth Fund and INVESCO VIF - Small Company Growth Fund.
Mr. May is also a vice president of ^ IFG. Mr. May began his investment career
in 1991 and was most recently senior equity fund manager/equity analyst with
Munder Capital Management in Detroit. Mr. May received an M.B.A. from Rollins
College and a B.S. in Engineering from the Florida Institute of Technology.

Timothy J. Miller, a Chartered Financial Analyst, has been a co-portfolio
manager of INVESCO Dynamics Fund and INVESCO VIF -Dynamics Fund and co-manages
INVESCO Growth Fund, INVESCO Small Company Growth Fund, and INVESCO VIF - Small
Company Growth Fund. Mr. Miller is also a senior vice president of IFG. Mr.
Miller was previously an analyst and portfolio manager with Mississippi Valley
Advisors from 1979 to 1992. Mr. Miller received an M.B.A. from the University of
Missouri-St. Louis and a B.S.B.A. from St. Louis University.

The Fund pays IFG a monthly advisory fee which is based upon a percentage
of the Fund's average net assets, determined daily. For the Fund, the advisory
fee is computed at the following annual rate: 0.85% of the Fund's average net
assets. For the fiscal period ended December 31, 1997, the investment advisory
fee paid by the Fund was 0.85% of the Fund's average net assets.

<PAGE>

of prospectuses, proxy statements, annual reports and similar documents for
existing contract owners, facilitation of purchases and redemptions requested by
contract owners and other contract owner services and communications. Effective
July [_], 1998, the Funds reimburse IFG for its costs in providing, or assuring
that Participating Insurance Companies provide, these services in an amount up
to $10,000 per year per Fund (the "Base Fee"), plus 0.015% of the net assets of
each Fund as of [_____], 1998, plus 0.265% of the new assets (new sales of
shares, exchanges into the Funds and reinvestment of dividends and capital gains
distributions) of each Fund on or after July [_], 1998 (the "Incremental Fees").
IFG may pay all or a portion of the Base Fee and the Incremental Fees to other
companies that assist in providing the services. IFG also is paid a fee by the
Company for providing transfer agent services. See ^ "Additional Information.^"

The Fund's expenses, which are accrued daily, are generally deducted from
its total income before dividends are paid. Total expenses of the Fund (prior to
expense offset arrangements) for the fiscal period ended December 31, 1997,
including investment advisory fees (but excluding brokerage commissions, which
are a cost of acquiring securities), amounted to 1.25%. Certain Fund expenses
are absorbed voluntarily by IFG pursuant to a commitment to the Company. This
commitment may be changed following consultation with the Company's board of
directors to limit the Fund's annual expenses to no more than 1.25% of the
Fund's average net assets. If such a voluntary expense limit were not in effect,
the total operating expenses, as a percentage of the Fund's average net assets
for the fiscal period ended December 31, 1997, would have been 28.76%.

IFG 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 IFG's personnel to conduct their personal
investment activities in a manner that IFG believes is not detrimental to the
Fund or IFG's other advisory clients. See "Management" in the Statement of
Additional Information for more detailed information.

PURCHASES AND REDEMPTIONS

<PAGE>

among investment alternatives, including the Fund. Shares of the Fund are
sold on a continuous basis to separate accounts of Participating Insurance
Companies by IDI, as the Fund's Distributor. No sales charge is imposed upon the
sale of shares of the Fund. Sales charges for the variable annuity or variable
life insurance contracts are described in the Separate Account Prospectuses. IDI
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 Fund.

The Participating Insurance Companies place orders for their separate
accounts to purchase and redeem shares of the 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 Fund by the Company's transfer agent (IFG) 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.

TAX STATUS, DIVIDENDS AND DISTRIBUTIONS

<PAGE>

The Fund intends to comply with the diversification requirements of Code
Section 817(h). By meeting this and other requirements, 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.

Dividends and Other Distributions. The Fund earns ordinary or net
investment income in the form of dividends and interest on its investments.
Dividends paid by the Fund will be based solely on the income earned by it. The
Fund's policy is to distribute substantially all of this income, less Fund
expenses, to shareholders on an annual basis, at the discretion of the Fund's
board of directors. Dividends are automatically reinvested in additional shares
of the Fund, unless cash distributions are requested on behalf of a separate
account, at the net asset value on the ex-dividend date.

PERFORMANCE INFORMATION

The total return performance for the Fund for the fiscal period ended
December 31, 1997, was 6.90%.

<PAGE>

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 addition, rankings, ratings, and comparisons of investment performance
and/or assessments of the quality of shareholder service appearing in
publications such as Money, Forbes, Kiplinger'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
Fund in performance reports, will be drawn from the "Growth Funds" grouping. In
addition, the broad-based Lipper variable insurance product groupings may be
used for comparison to the Fund. 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

<PAGE>

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.

<PAGE>

APPENDIX
BOND RATINGS

The following is a description of S&P's and Moody's bond rating
categories:

S&P'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 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
^ July [_], 1998

INVESCO VARIABLE
INVESTMENT FUNDS, INC.

INVESCO VIF - Growth Portfolio

INVESCO FUNDS

INVESCO Distributors, Inc.(sm)
Distributor
Post Office Box 173706
Denver, Colorado 80217-3706

1-800-525-8085
PAL(R): 1-800-424-8085.
http://www.invesco.com

In Denver, 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.

<PAGE>

Prospectus
^ July [_], 1998

INVESCO VARIABLE INVESTMENT FUNDS, INC.
INVESCO VIF - Health Sciences Portfolio

INVESCO Variable Investment Funds, Inc. (the "Company"), a Maryland
corporation, is an open-end management investment company that offers shares of
common stock of ten diversified investment portfolios (the "Funds"), including
the INVESCO VIF - Health Sciences Portfolio (the "Health Sciences Fund" or
"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. If other Funds are available under a Participating Insurance
Company's contracts, a prospectus describing them will be available from the
Participating Insurance Company.

The Health Sciences Fund seeks capital appreciation. The Health Sciences
Fund normally invests at least 80% of its total assets in equity securities of
companies that develop, produce, or distribute products or services related to
health care.

<PAGE>

TABLE OF CONTENTS
Page

SUMMARY.....................................................................46

FINANCIAL HIGHLIGHTS........................................................48

INVESTMENT OBJECTIVES AND POLICIES..........................................50

RISK FACTORS................................................................51

INVESTMENT RESTRICTIONS.....................................................56

MANAGEMENT..................................................................56

PURCHASES AND REDEMPTIONS...................................................58

TAX STATUS, DIVIDENDS AND DISTRIBUTIONS.....................................59

PERFORMANCE INFORMATION.....................................................59

ADDITIONAL INFORMATION......................................................61

APPENDIX....................................................................63

<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 ten diversified investment portfolios ("Funds"), the INVESCO VIF -
Dynamics Portfolio, the INVESCO VIF - Growth Portfolio, the INVESCO VIF - Health
Sciences Portfolio, the INVESCO VIF - High Yield Portfolio, the INVESCO VIF -
Industrial Income Portfolio, the INVESCO VIF - Realty Portfolio, the INVESCO VIF
- - Small Company Growth Portfolio, the INVESCO VIF - Technology Portfolio, the
INVESCO VIF - Total Return 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 Fund seeks to attain its investment objective by investing at least
80% of its total assets in equity securities of companies which develop,
produce, or distribute products or services related to health care. There is no
guarantee that the Fund will achieve its investment objective. A discussion of
the Fund's investment objective and policies is provided below under the caption
"Investment Objectives and Policies."

Various types of risks are involved with the Fund. The Fund may lend
portfolio securities and may enter into repurchase agreements with respect to
debt instruments eligible for investment by the Fund. The Fund may invest up to
15% of its net assets in illiquid securities. The 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 Fund will be concentrated in a specific business sector. Compared to the
broad market, an individual sector may be more strongly affected by changes in
the economic climate, broad market shifts, moves in a particular dominant stock,

<PAGE>

or regulatory changes. The Fund 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. ("IFG"), the Fund's investment adviser, is
primarily responsible for providing the Fund with portfolio management, various
administrative services and supervising the Fund's daily business affairs. The
Fund pays IFG an advisory fee for the management of its investments and business
affairs. A discussion of these fees and additional information about IFG, is
provided below under the caption "Management."

<PAGE>

FINANCIAL HIGHLIGHTS
(For a Fund Share Outstanding Throughout Each Period)

Period
Ended
December 31
--------------
1997+

Health Sciences Portfolio

PER SHARE DATA
Net Asset Value - Beginning of Period $10.00
--------------
INCOME FROM INVESTMENT OPERATIONS
Net Investment Income 0.10
Net Gains on Securities (Both Realized
and Unrealized) 0.94
--------------
Total from Investment Operations 1.04
--------------

Net Asset Value - End of Period $11.04

==============

TOTAL RETURN> 10.40%*

RATIOS

Net Assets - End of Period ($000 Omitted) $423
Ratio of Expenses to Average Net Assets 0.60%@~
Ratio of Net Investment Income to

Average Net Assets 2.34%~
Portfolio Turnover Rate 112%*
Average Commission Rate Paid^^ $0.0590*

+ All of the expenses of the Portfolio were voluntarily absorbed by IFG from May
22, 1997, commencement of investment operations, through December 31, 1997. If
such expenses had not been voluntarily absorbed, ratio of expenses to average
net assets would have been 21.45% and ratio of net investment income to average
net assets would have been (18.51%).

> Total return does not reflect expenses that apply to the related insurance
policies, and inclusion of these charges would reduce the total return figures
for the period shown.

* Based on operations for the period shown and, accordingly, are not
representative of a full year.

@ Ratio is based on Total Expenses of the Portfolio, less Expenses Absorbed by
Investment Adviser, which is before any expense offset arrangements.

<PAGE>

~ Annualized

<PAGE>

INVESTMENT OBJECTIVES AND POLICIES

The Fund seeks capital appreciation. This investment objective is
fundamental and may be changed only by vote of a majority of the outstanding
shares of the Fund. There is no assurance that the Fund will achieve its
investment objective. Any investment policy of the 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 IFG believes market or economic
conditions are unfavorable, the Fund 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.

The investment strategy used in attempting to attain the Fund's investment
objective is aggressive; holdings are focused on equity securities whose price
appreciation is expected to outpace that of the health sciences business sector.
These stocks may not pay regular dividends. The Fund normally invests at least
80% of its total assets in the equity securities (common and preferred stocks,
and convertible bonds) of companies which develop, produce, or distribute
products or services related to health care.

The health sciences business sector consists of numerous industries. In
deciding whether a company is principally engaged in that business sector, IFG
must determine that the company derives more than 50% of its gross income or net
sales from activities in that sector or that the company dedicates more than 50%
of its assets to the production of revenues from that sector. If, based on
available financial information, a question exists whether a company meets one
of these standards, IFG determines whether the company's primary business is
within the health sciences business sector.

The remainder of the Fund's assets may be invested in any securities or
other instruments deemed appropriate by IFG, consistent with the Fund's
investment policies and restrictions. These investments include debt securities
issued by companies principally engaged in the health sciences business sector,
debt or equity securities issued by companies outside that business sector,
short-term high grade debt obligations maturing no later than one year from the
date of purchase (including U.S. government and agency securities, domestic bank
certificates of deposit, commercial paper rated at least A-2 by Standard &
Poor's, a division of The McGraw-Hill Companies ("S&P") or P-2 by Moody's
Investors Services, Inc. ("Moody's")) and repurchase agreements^ and cash.

<PAGE>

RISK FACTORS

To limit exposure to credit risks, the Fund, as a matter of fundamental
policy, will be diversified. With respect to 75% of the Fund's total assets, no
more than 5% of the Fund's total assets will be invested in the securities of
any one issuer. This percentage limitation applies 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 the
Fund. The credit risk exposure of the Fund may be increased by its policy of
concentrating investments in specific business sectors. See "Risk Factors --
Concentration."

<PAGE>

securities to pursue the Fund's investment objective. The 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). The Fund
may pay finder's and other fees in connection with its securities loans.

Lending securities involves certain risks, the most significant of which
is the risk that a borrower may fail to return a portfolio security. IFG
monitors the creditworthiness of borrowers in order to minimize such risks. The
Fund will not lend any security if, as a result of that loan, the aggregate
value of securities then on loan would exceed 33-1/3% of the Fund's total assets
(taken at market value).

<PAGE>

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 the 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, the 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 the Fund's
investments in Rule 144A Securities could be impaired if dealers or
institutional investors become uninterested in purchasing these securities. The
Company's board of directors has delegated to IFG 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. The 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 a foreign
currency, returns for a U.S. investor on foreign securities denominated in that
foreign currency 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.

<PAGE>

While IFG continuously monitors all of the debt securities held by the
Fund for the issuers' ability to make required principal and interest payments
and other quality factors, the 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.

<PAGE>

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 Fund may be more susceptible to change than ^ the net
asset values of investment companies which spread their investments over many
different business sectors.

Put and call options on futures contracts or securities may be traded by
the Fund in order to protect against declines in the value of portfolio
securities or against increases in the cost of securities to be acquired. The
purchaser of an option purchases the right to effect a transaction in the
underlying future or security at a specified price (the "strike price") before a
specified date (the "expiration date"). In exchange for the right, the purchaser
pays a "premium" to the seller, which represents the price of the right to buy
or to sell the underlying instrument. In exchange for the premium, the seller of
the option becomes obligated to effect a transaction in the underlying future or
security, at the strike price, at any time prior to the expiration date, should
the buyer choose to exercise the option. A call option contract grants the
purchaser the right to buy the underlying future or security, at the strike
price, before the expiration date. A put option contract grants the purchaser
the right to sell the underlying future or security, at the strike price, before
the expiration date. 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 or security changes sufficiently, the
option may expire without value to the Fund.

<PAGE>

until exercise or expiration, which could result in losses. Transactions in
futures contracts and options are subject to other risks as well, which are set
forth in greater detail in the Statement of Additional Information and Appendix
A therein.

The Fund may buy and sell interest rate futures contracts relating to U.S.
government securities for the purpose of hedging the value of its securities
portfolio.

INVESTMENT RESTRICTIONS

The 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. A list of the Fund's fundamental investment restrictions and
a list of additional, non-fundamental investment restrictions of the 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, IFG, 7800 E. Union Avenue,
Denver, Colorado, serves as the Fund's investment adviser. IFG is primarily
responsible for providing the Fund with investment management, various
administrative services and supervising the Fund's daily business affairs. IFG
is responsible for selecting and managing the investments of the Fund. These
services are subject to review by the Company's board of directors.

The Fund is managed by John Schroer, a Chartered Financial Analyst, who is
the head of INVESCO's Health Team. Mr. Schroer has been the portfolio manager of
the Fund since October 1997 (co-portfolio manager since 1994) and has primary
responsibility for the day-to-day management of the Fund's portfolio holdings.

<PAGE>

Mr. Schroer also manages INVESCO Strategic Health Sciences Portfolio and INVESCO
Global Health Sciences Fund and is a senior vice president of ^ IFG and a vice
president of INVESCO Global Health Sciences Fund. Mr. Schroer was previously an
assistant vice president with Trust Company of the West. Mr. Schroer received an
M.B.A. and B.S. from the University of Wisconsin-Madison.

The Fund pays IFG a monthly advisory fee which is based upon a percentage
of the Fund's average net assets, determined daily. The advisory fee for the
Fund is computed at the following annual rates: 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 fiscal period ended December 31, 1997, the investment advisory
fee paid by the Fund was 0.75%.

The Company also has entered into an Administrative Services Agreement with
IFG dated ^ July [_], 1998 (the "Administrative Agreement"). Pursuant to the
Administrative Agreement, IFG ^ or such other companies, including affiliates of
IFG, that may have been selected by IFG and approved by the Company's Board of
Directors, perform 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 ^, providing certain
sub-accounting and recordkeeping services for shareholder accounts^, preparation
of prospectuses, proxy statements, annual reports and similar documents for
existing contract owners, facilitation of purchases and redemptions requested by
contract owners and other contract owner services and communications. Effective
July [_], 1998, the Funds reimburse IFG for its costs in providing, or assuring
that Participating Insurance Companies provide, these services in an amount up
to $10,000 per year per Fund (the "Base Fee"), plus 0.015% of the net assets of
each Fund as of [_____], 1998, plus 0.265% of the new assets (new sales of
shares, exchanges into the Funds and reinvestment of dividends and capital gains
distributions) of each Fund on or after July [_], 1998 (the "Incremental Fees").
IFG may pay all or a portion of the Base Fee and the Incremental Fees to other
companies that assist in providing the services. IFG also is paid a fee by the
Company for providing transfer agent services. See ^ "Additional Information.^"

<PAGE>

are a cost of acquiring securities), amounted to 1.00% of the Fund's average net
assets. Certain Fund expenses are absorbed voluntarily by IFG pursuant to a
commitment to the Company to limit the Fund's annual expenses to no more than
1.00% of the Fund's average net assets. This commitment may be changed following
consultation with the Company's board of directors. If such a voluntary expense
limit was not in effect, the total operating expenses, as a percentage of the
Fund's average net assets for the fiscal period ended December 31, 1997, would
have been 21.45%.

PURCHASES AND REDEMPTIONS

Investors may not purchase or redeem shares of the Fund 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 the Fund, or change existing allocations
among investment alternatives, including the Fund. Shares of the Fund are sold
on a continuous basis to separate accounts of Participating Insurance Companies
by IDI, as the Fund's Distributor. No sales charge is imposed upon the sale of
shares of the Fund. Sales charges for the variable annuity or variable life
insurance contracts are described in the Separate Account Prospectuses. IDI 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 Fund.

<PAGE>

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 represents fair value.

TAX STATUS, DIVIDENDS AND DISTRIBUTIONS

PERFORMANCE INFORMATION

From time to time, the Fund's total return and/or yield may be included in
advertisements, sales literature, shareholder reports or Separate Account

<PAGE>

Prospectuses. The Fund's total return and yield include the effect of deducting
the 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 Fund can be purchased only through a variable annuity or variable life
insurance contract, the Fund's 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 the 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 performance for the Fund for the fiscal period ended
December 31, 1997, was 10.40%.

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 addition, rankings, ratings, and comparisons of investment performance
and/or assessments of the quality of shareholder service appearing in
publications such as Money, Forbes, Kiplinger'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
Fund in performance reports, will be drawn from the "Health/Biotechnology Funds"
grouping for the Fund. In addition, the broad-based Lipper variable insurance
product groupings may be used for comparison to the Fund. 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.

<PAGE>

ADDITIONAL INFORMATION

All shares of the Fund 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.

<PAGE>

Company's board of directors determines it to be in the best interests of the
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.

<PAGE>

APPENDIX
BOND RATINGS

The following is a description of S&P's and Moody's bond rating
categories:

S&P'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.

<PAGE>

Moody's Corporate Bond Ratings

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
^ July [_], 1998

INVESCO VARIABLE
INVESTMENT FUNDS, INC.

INVESCO VIF - Health Sciences Portfolio

INVESCO FUNDS

INVESCO Distributors, Inc.(sm)
Distributor
Post Office Box 173706
Denver, Colorado 80217-3706

1-800-525-8085
PAL(R): 1-800-424-8085.
http://www.invesco.com

In Denver, 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.

<PAGE>

Prospectus
^ July [_], 1998

INVESCO VARIABLE INVESTMENT FUNDS, INC.
INVESCO VIF - High Yield Portfolio

INVESCO Variable Investment Funds, Inc. (the "Company"), a Maryland
corporation, is an open-end management investment company that offers shares of
common stock of ten diversified investment portfolios (the "Funds"), including
the INVESCO VIF - High Yield Portfolio (the "High Yield Fund" or "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. If
other Funds are available under a Participating Insurance Company's contracts, a
prospectus describing them will be available from the Participating Insurance
Company.

The High Yield Fund seeks 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.

<PAGE>

dated ^ July [_], 1998, is incorporated by reference into this Prospectus. The
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 Fund. See "Investment Objectives
and Policies" and "Risk Factors."

TABLE OF CONTENTS
Page

SUMMARY.......................................................................68

FINANCIAL HIGHLIGHTS..........................................................70

NVESTMENT OBJECTIVES AND POLICIES.............................................72

RISK FACTORS..................................................................73

INVESTMENT RESTRICTIONS.......................................................80

MANAGEMENT....................................................................81

PURCHASES AND REDEMPTIONS.....................................................83

TAX STATUS, DIVIDENDS AND DISTRIBUTIONS.......................................84

PERFORMANCE INFORMATION.......................................................84

ADDITIONAL INFORMATION........................................................86

APPENDIX......................................................................88

<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 ten diversified investment portfolios ("Funds"), the INVESCO VIF -
Dynamics Portfolio, the INVESCO VIF - Growth Portfolio, the INVESCO VIF - Health
Sciences Portfolio, the INVESCO VIF - High Yield Portfolio, the INVESCO VIF -
Industrial Income Portfolio, the INVESCO VIF - Realty Portfolio, the INVESCO VIF
- - Small Company Growth Portfolio, the INVESCO VIF - Technology Portfolio, the
INVESCO VIF - Total Return 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 Fund seeks a high level of current income. This investment objective
is fundamental and may be changed only by a vote of a majority of the
outstanding shares of the Fund. There is no assurance that the Fund will achieve
its investment objective. Any investment policy of the 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.

The 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. There is no guarantee that the Fund
will achieve its investment objective. A discussion of the Fund's investment
objective and policies is provided below under the caption "Investment
Objectives and Policies."

Various types of risks are involved with the Fund. The Fund may lend
portfolio securities and may enter into repurchase agreements with respect to
debt instruments eligible for investment by the Fund. The Fund may invest up to
15% of its net assets in illiquid securities. The 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 Fund may invest without limit in lower-rated debt securities that present a

<PAGE>

greater risk of default and have prices that fluctuate more than those of
higher-rated securities. The Fund 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."

<PAGE>

FINANCIAL HIGHLIGHTS
(For a Fund Share Outstanding Throughout Each Period)

Period
Ended
Year Ended December 31 December 31
----------------------------------------------- -----------
1997 1996 1995 1994^

High Yield Portfolio

PER SHARE DATA
Net Asset Value -
Beginning of Period $11.78 $11.04 $10.01 $10.00
----------------------------------------------- -----------
INCOME FROM INVESTMENT
OPERATIONS
Net Investment Income 0.78 0.72 0.55 0.05
Net Gains on Securities
(Both Realized and Unrealized) 1.26 1.11 1.43 0.01
----------------------------------------------- -----------
Total from Investment
Operations 2.04 1.83 1.98 0.06
----------------------------------------------- -----------
LESS DISTRIBUTIONS
Dividends from Net Investment
Income 0.78 0.71 0.55 0.05
Distributions from Capital
Gains 0.58 0.38 0.40 0.00
----------------------------------------------- -----------

<PAGE>

Total Distributions 1.36 1.09 0.95 0.05
----------------------------------------------- -----------
Net Asset Value -

End of Period ^ $12.46 $11.78 $11.04 $10.01
=============================================== ===========

TOTAL RETURN> 17.33% 16.59% 19.76% 0.60%*

RATIOS
Net Assets - End of Period
($000 Omitted) 30,881 14,033 5,233 624
Ratio of Expenses to Average
Net Assets# 0.83%@ 0.87%@ 0.97%@ 0.74%~
Ratio of Net Investment
Income to Average Net
Assets# 8.67% 9.19% 8.79% 2.72%~
Portfolio Turnover Rate 344% 380% 310% 23%*
</TABLE>

^ From May 27, 1994, commencement of investment 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, 1997, 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 0.94%, 1.32%, 2.71% and 30.38%, respectively,
and ratio of net investment income to average net assets would have been 8.56%,
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>

INVESTMENT OBJECTIVES AND POLICIES

The Fund seeks current income. This investment objective, as described
below, is fundamental and may be changed only by vote of a majority of the
outstanding shares of the Fund. There is no assurance that the Fund will achieve
its investment objective. Any investment policy of the 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 IFG believes market or economic
conditions are unfavorable, the Fund 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.

The investment objective of the 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, a division of The McGraw-Hill Companies
("S&P") or by Moody's Investors Services, Inc. ("Moody's") (BB or lower by S&P
or Ba or lower by Moody's). The Fund does not invest in securities rated lower
than CCC by S&P 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 unrated
securities in instances in which IFG believes that the financial condition of
the issuer is, or the protection is afforded to a level, similar to that of
securities eligible for purchase by the Fund rated in medium and lower
categories by S&P or Moody's (between BB and CCC ratings by S&P and between Ba
and Caa ratings by Moody's). The Fund also may invest in state and local
municipal obligations when ^ IFG 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 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) or
bank certificates of deposit, if ^ IFG 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 S&P or Prime-1 by Moody's, and
municipal short-term notes rated at the time of purchase at least SP-1 by S&P 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 Fund's primary objective. The securities in
which the Fund invests offer a wide range of maturities (from less than one year
s

<PAGE>

to thirty years) and yields. These securitie 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). ^
IFG will seek to adjust the average maturity of 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
Fund. Securities will be selected on the basis of IFG'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 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 Fund may invest up to 10% of its net assets in when-issued
securities. The payment obligation and the interest 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.

RISK FACTORS

<PAGE>

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.

<PAGE>

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.

Zero Coupon and Pay-In-Kind Bonds. The Fund may invest in zero coupon
bonds and pay-in-kind bonds, provided that ^ IFG 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. 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 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

<PAGE>

bond, and such distribution could reduce the amount of cash available for
investment by the Fund.

High-Risk, High-Yield Securities. Although IFG limits the Fund's debt
security investments to securities it believes are not highly speculative, both
credit and market risks are increased by the Fund's investments in debt
securities rated below the top four grades by S&P 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 S&P (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 Fund's investment
objectives may be more dependent on ^ IFG's credit analysis than is the case for
funds investing in higher quality securities. In addition, the share price and
yield of the 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 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 ^ IFG
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 Fund to value, particular securities at
certain times, thereby making it difficult to make specific valuation
determinations.

<PAGE>

The following table shows the composition of the Fund's investments in
corporate (and municipal) bonds by rating category for the fiscal year ended
December 31, 1997. All of these percentages were determined on a dollar-weighted
basis, calculated by averaging the Fund's month-end portfolio holdings during
the fiscal year. These figures do not represent actual holdings of the Fund as
of December 31, 1997, nor do they imply that the overall quality of portfolio
holdings is fixed.

Rating Category Percentage of Total Assets

AAA 0.00%
AA 0.00%
A 0.00%
BBB 0.00%
BB 6.81%
B 73.93%
CCC 3.01%
Unrated 5.55%

<PAGE>

The Fund may buy and sell interest rate futures contracts relating to U.S.
government securities for the purpose of hedging the value of its securities
portfolio.

INVESTMENT RESTRICTIONS

<PAGE>

MANAGEMENT

Prior to February 3, 1998, INVESCO Trust Company ("INVESCO Trust")
provided sub-advisory services to the Fund. Effective February 3, 1998, INVESCO
Trust no longer provides sub-advisory services to the Fund and IFG provides such
day-to-day portfolio management services as the investment adviser to the Fund.
This change in no way changes the basis upon which investment advice is provided
to the Fund, the cost of those services to the Fund or the persons actually
performing the investment advisory and other services previously provided by
INVESCO Trust.

The Fund is managed by Donovan J. (Jerry) Paul, a Chartered Financial
Analyst and Certified Public Accountant, who is the head of INVESCO's Fixed
Income Team. Mr. Paul has been the portfolio manager of the Fund since 1994 and
has primary responsibility for the day-to-day management of the Fund's portfolio
holdings. Mr. Paul also manages INVESCO High Yield Fund and INVESCO Select
Income Fund and co-manages INVESCO Industrial Income Fund, INVESCO VIF
- -Industrial Income Fund, INVESCO Balanced Fund and INVESCO Short-Term Bond Fund.
Mr. Paul is also a senior vice president of ^ IFG. Mr. Paul was previously a
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 of
Quixote Investment Management, Inc. (1993 to 1994). Mr. Paul received an M.B.A.
from the University of Northern Iowa and a B.B.A. from the University of Iowa.

The Fund pays IFG a monthly advisory fee which is based upon a percentage
of the Fund's average net assets, determined daily. The advisory fee is computed
at the following annual rates: 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

<PAGE>

the fiscal period ended December 31, 1997, the investment advisory fee paid by
the Fund was 0.60% of the Fund's average net assets.

The Fund's expenses, which are accrued daily, are generally deducted from
its total income before dividends are paid. Total expenses of the Fund (prior to
expense offset arrangements) for the fiscal year ended December 31, 1997,
including investment advisory fees (but excluding brokerage commissions, which
are a cost of acquiring securities), amounted to 0.83% of the Fund's average net
assets. Certain Fund expenses are absorbed voluntarily by IFG pursuant to a
commitment to the Company to limit the Fund's annual expenses to no more than ^
0.80% of the Fund's average net assets. This commitment may be changed following
consultation with the Company's board of directors. If such a voluntary expense
limit were not in effect, the total operating expenses, as a percentage of the
Fund's average net assets, of the Fund for the fiscal year ended December 31,
1997, would have been 0.94%.

<PAGE>

PURCHASES AND REDEMPTIONS

Investors may not purchase or redeem shares of the Fund 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 the Fund, or change existing allocations
among investment alternatives, including the Fund. Shares of the Fund are sold
on a continuous basis to separate accounts of Participating Insurance Companies
by IDI, as the Fund's Distributor. No sales charge is imposed upon the sale of
shares of the Fund. Sales charges for the variable annuity or variable life
insurance contracts are described in the Separate Account Prospectuses. ^ IDI
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 Fund.

<PAGE>

TAX STATUS, DIVIDENDS AND DISTRIBUTIONS

PERFORMANCE INFORMATION

<PAGE>

insurance contract, the Fund's 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 the 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 performance for the Fund for the fiscal period ended
December 31, 1997, was 17.33%.

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 addition, rankings, ratings, and comparisons of investment performance
and/or assessments of the quality of shareholder service appearing in
publications such as Money, Forbes, Kiplinger'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
Fund in performance reports, will be drawn from the "High Current Yield Funds"
grouping. In addition, the broad-based Lipper variable insurance product
groupings may be used for comparison to the Fund. 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.

<PAGE>

ADDITIONAL INFORMATION

<PAGE>

of the Company's board of directors without further approval of the Fund's
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
Company's board of directors determines it to be in the best interests of the
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.

<PAGE>

APPENDIX
BOND RATINGS

The following is a description of S&P's and Moody's bond rating
categories:

S&P'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.

<PAGE>

Moody's Corporate Bond Ratings

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
^ July [_], 1998

INVESCO VARIABLE
INVESTMENT FUNDS, INC.

INVESCO VIF - High Yield Portfolio

INVESCO FUNDS

INVESCO Distributors, Inc.(sm)
Distributor
Post Office Box 173706
Denver, Colorado 80217-3706

1-800-525-8085
PAL(R): 1-800-424-8085.
http://www.invesco.com

In Denver, 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.

<PAGE>

Prospectus
^ July [_], 1998

INVESCO VARIABLE INVESTMENT FUNDS, INC.
INVESCO VIF - Industrial Income Portfolio

INVESCO Variable Investment Funds, Inc. (the "Company"), a Maryland
corporation, is an open-end management investment company that offers shares of
common stock of ten diversified investment portfolios (the "Funds"), including
the INVESCO VIF - Industrial Income Portfolio (the "Industrial Income Fund" or
"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. If other Funds are available under a Participating Insurance
Company's contracts, a prospectus describing them will be available from the
Participating Insurance Company.

The Industrial Income Fund seeks 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.

<PAGE>

TABLE OF CONTENTS
Page

SUMMARY.......................................................................93

FINANCIAL HIGHLIGHTS..........................................................95

INVESTMENT OBJECTIVES AND POLICIES............................................97

RISK FACTORS..................................................................98

INVESTMENT RESTRICTIONS......................................................104

MANAGEMENT...................................................................104

PURCHASES AND REDEMPTIONS....................................................106

TAX STATUS, DIVIDENDS AND DISTRIBUTIONS......................................107

PERFORMANCE INFORMATION......................................................108

ADDITIONAL INFORMATION.......................................................109

APPENDIX.....................................................................111

<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 ten diversified investment portfolios ("Funds"), the INVESCO VIF -
Dynamics Portfolio, the INVESCO VIF - Growth Portfolio, the INVESCO VIF - Health
Sciences Portfolio, the INVESCO VIF - High Yield Portfolio, the INVESCO VIF -
Industrial Income Portfolio, the INVESCO VIF - Realty Portfolio, the INVESCO VIF
- - Small Company Growth Portfolio, the INVESCO VIF - Technology Portfolio, the
INVESCO VIF - Total Return 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 Fund seeks the best possible current income while following sound
investment practices. Capital growth potential is an additional consideration in
the selection of portfolio securities. This investment objective is fundamental
and may be changed only by vote of a majority of the outstanding shares of the
Fund. There is no assurance that the Fund will achieve its investment objective.

The 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. A discussion of the Fund's investment objective and policies is provided
below under the caption "Investment Objectives and Policies."

Various types of risks are involved with the Fund. The Fund may lend
portfolio securities and may enter into repurchase agreements with respect to
debt instruments eligible for investment by the Fund. The Fund may invest up to
15% of its net assets in illiquid securities. The 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 Industrial Income Fund may invest up to 15% 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. The Fund may

<PAGE>

invest in options and futures contracts, each of which presents special risks.
These and other risks are discussed below under the caption "Risk Factors."

<PAGE>

FINANCIAL HIGHLIGHTS
(For a Fund Share Outstanding Throughout Each Period)

Period
Ended
Year Ended December 31 December 31
------------------------------------------- -----------
1997 1996 1995 1994^

Industrial Income Portfolio

PER SHARE DATA
Net Asset Value - Beginning of Period $14.33 $12.58 $10.09 $10.00
------------------------------------------- -----------
INCOME FROM INVESTMENT OPERATIONS
Net Investment Income 0.30 0.28 0.19 0.03
Net Gains on Securities
(Both Realized and Unrealized) 3.71 2.52 2.76 0.09
------------------------------------------- -----------
Total from Investment Operations 4.01 2.80 2.95 0.12
------------------------------------------- -----------
LESS DISTRIBUTIONS
Dividends from Net Investment Income 0.29 0.28 0.20 0.03
Distributions from Capital Gains 1.01 0.77 0.26 0.00
------------------------------------------- -----------
Total Distributions 1.30 1.05 0.46 0.03
------------------------------------------- -----------

Net Asset Value - End of Period ^ $17.04 $14.33 $12.58 $10.09

=========================================== ===========
TOTAL RETURN> 28.17% 22.28% 29.25% 1.23%*

<PAGE>

RATIOS
Net Assets - End of Period
($000 Omitted) 40,093 22,342 8,362 525
Ratio of Expenses to Average
Net Assets# 0.91%@ 0.95%@ 1.03%@ 0.79%~
Ratio of Net Investment Income to

Average Net Assets# 2.18% 2.87% 3.50% 1.69%~
Portfolio Turnover Rate 87% 93% 97% 0%*
Average Commission Rate Paid^^ ^ $0.1912 $0.0867 - -

</TABLE>

^ From August 10, 1994, commencement of investment 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, 1997, 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 0.97%, 1.19%, 2.31% and 32.55%, respectively,
and ratio of net investment income to average net assets would have been 2.12%,
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>

INVESTMENT OBJECTIVES AND POLICIES

The Fund seeks the best possible current income while following sound
investment practices. Capital ^ growth potential is an additional consideration
in the selection of portfolio securities. This investment objective is
fundamental and may be changed only by vote of a majority of the outstanding
shares of the Fund. There is no assurance that the Fund will achieve its
investment objective. Any investment policy of the 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 IFG believes market or economic
conditions are unfavorable, the Fund 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.

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 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 Fund may invest no more than 15% of its total assets in debt
securities that are rated below BBB by Standard & Poor's, a division of The
McGraw-Hill Companies, Inc. ("S&P"), 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 S&P 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 (S&P BBB or Moody's Baa) may have speculative
characteristics and a weaker ability to pay interest or repay principal under
adverse economic conditions or changing circumstances. The risks of investing in
debt securities rated lower than BBB by S&P 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.

<PAGE>

RISK FACTORS

<PAGE>

Lending securities involves certain risks, the most significant of which
is the risk that a borrower may fail to return a portfolio security. IFG
monitors the creditworthiness of borrowers in order to minimize such risks. The
Fund will not lend any security if, as a result of that loan, the aggregate
value of securities then on loan would exceed 33-1/3% of the Fund's total assets
(taken at market value).

<PAGE>

are set forth under "Financial Highlights." 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.

Foreign Securities. The 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 a foreign
currency, returns for a U.S. investor on foreign securities denominated in that
foreign currency 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;

<PAGE>

-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.

<PAGE>

securities, discussed above. For additional information regarding forward
contracts, see "Investment Policies" in the Statement of Additional Information.

High-Risk, High-Yield Debt Securities. Although IFG limits the Fund's debt
security investments to securities it believes are not highly speculative, both
credit and market risks are increased by the Fund's investments in debt
securities rated below the top four grades by S&P 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 S&P (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 Fund's investment
objectives may be more dependent on IFG's credit analysis than is the case for
funds investing in higher quality 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 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 the Fund in a
defaulted security may adversely affect the Fund's net asset value. Finally,
while IFG 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 Fund to value, particular
securities at certain times, thereby making it difficult to make specific
valuation determinations.

While IFG continuously monitors all of the debt securities held by the
Fund for the issuers' ability to make required principal and interest payments
and other quality factors, the Fund may retain in the portfolio a debt security
whose rating is changed to one below the minimum rating required for purchase.
For a detailed description of corporate debt ratings, refer to the Appendix to
this Prospectus. More information on debt securities is contained in the
Statement of Additional Information.

<PAGE>

Rating Category Percentage of Total Assets

AAA 0.08%
AA 0.33%
A 1.68%
BBB 4.02%
BB 2.19%
B 1.56%
CCC 0.00%
Unrated 0.04%

<PAGE>

The Fund may buy and sell interest rate futures contracts relating to U.S.
government securities for the purpose of hedging the value of its securities
portfolio.

INVESTMENT RESTRICTIONS

MANAGEMENT

Pursuant to an agreement with the Company, IFG, 7800 E. Union Avenue,
Denver, Colorado, serves as the Fund's investment adviser. IFG is primarily
responsible for providing the Fund with investment management, various
administrative services and supervising the Fund's daily business affairs. IFG
is responsible for selecting and managing the investments of the Fund. These
services are subject to review by the Company's board of directors.

<PAGE>

The following persons serve as portfolio managers of the Fund:

Charles P. Mayer - Co-portfolio manager of the Fund since 1994;
co-portfolio manager of the INVESCO Industrial Income Fund since 1993;
co-portfolio manager 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 IFG 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, INVESCO
Balanced Fund since 1996 and INVESCO Short-Term Bond Fund since 1996; portfolio
manager of the INVESCO VIF - High Yield Portfolio since 1994, INVESCO High Yield
Fund since 1994 and INVESCO Select Income Fund since 1994; portfolio manager and
senior vice president of ^ IFG 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.

The Fund pays IFG a monthly advisory fee which is based upon a percentage
of the Fund's average net assets, determined daily. The advisory fee is computed
at the annual following rates: 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 fiscal year ended December 31, 1997, the investment advisory fee paid by the
Fund was 0.75% of the Fund's average net assets.

<PAGE>

The Fund's expenses, which are accrued daily, are generally deducted from
its total income before dividends are paid. Total expenses of the Fund (prior to
expense offset arrangements) for the fiscal year ended December 31, 1997,
including investment advisory fees (but excluding brokerage commissions, which
are a cost of acquiring securities), amounted to 0.91% of the Fund's average net
assets. Certain Fund expenses are absorbed voluntarily by IFG pursuant to a
commitment to the Company to limit the Fund's annual expenses to no more than
0.90% of the Fund's average net assets. This commitment may be changed following
consultation with the Company's board of directors. If such a voluntary expense
limit were not in effect, the total operating expenses, as a percentage of the
Fund's average net assets for the fiscal year ended December 31, 1997, would
have been 0.97%.

PURCHASES AND REDEMPTIONS

<PAGE>

The Participating Insurance Companies place orders for their separate
accounts to purchase and redeem shares of the 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 Fund by the Company's transfer agent 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 the Fund once each day that the
New York Stock Exchange is open, as of the close of regular trading on that
Exchange (generally 4:00 p.m. New York time), and also may be computed on other
days under certain circumstances. Net asset value per share for the 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 represents fair value.

TAX STATUS, DIVIDENDS AND DISTRIBUTIONS

<PAGE>

PERFORMANCE INFORMATION

The total return performance for the Fund for the fiscal year ended
December 31, 1997, was 28.17%.

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.

<PAGE>

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, Kiplinger'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
Fund in performance reports, will be drawn from the "Equity Income Funds"
variable insurance product grouping. In addition, the broad-based Lipper
variable insurance product groupings may be used for comparison to the Fund. 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

<PAGE>

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.

<PAGE>

APPENDIX
BOND RATINGS

The following is a description of S&P's and Moody's bond rating
categories:

S&P'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.

<PAGE>

Moody's Corporate Bond Ratings

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
^ July [_], 1998

INVESCO VARIABLE
INVESTMENT FUNDS, INC.

INVESCO VIF - Industrial Income Portfolio

INVESCO FUNDS

INVESCO Distributors, Inc.(sm)
Distributor
Post Office Box 173706
Denver, Colorado 80217-3706

1-800-525-8085
PAL(R): 1-800-424-8085.
http://www.invesco.com

In Denver, 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.

<PAGE>

Prospectus
^ July [_], 1998

INVESCO VARIABLE INVESTMENT FUNDS, INC.
INVESCO VIF - REALTY PORTFOLIO

INVESCO Variable Investment Funds, Inc. (the "Company"), a Maryland
corporation, is an open-end management investment company that offers shares of
common stock of ten diversified investment portfolios (the "Funds"), including
the INVESCO VIF - Realty Portfolio (the "Realty Fund" or "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. If other Funds are
available under a Participating Insurance Company's contracts, a prospectus
describing them will be available from the Participating Insurance Company.

The Realty Fund seeks to provide long-term capital growth. Above-average
current income is an additional consideration in selecting securities for the
Fund's investment portfolio. The Realty Fund normally invests at least 65% of
its total assets in publicly-traded stocks of companies principally engaged in
the real estate industry. The remaining assets are invested in other
income-producing securities such as corporate bonds.

<PAGE>

TABLE OF CONTENTS
Page

SUMMARY......................................................................116

INVESTMENT OBJECTIVE AND POLICIES............................................117

RISK FACTORS.................................................................119

INVESTMENT RESTRICTIONS......................................................127

MANAGEMENT...................................................................127

PURCHASES AND REDEMPTIONS....................................................130

TAX STATUS, DIVIDENDS AND DISTRIBUTIONS......................................130

PERFORMANCE INFORMATION......................................................131

ADDITIONAL INFORMATION.......................................................132

APPENDIX.....................................................................135

<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 ten diversified investment portfolios ("Funds"), the INVESCO VIF -
Dynamics Portfolio, the INVESCO VIF - Growth Portfolio, the INVESCO VIF - Health
Sciences Portfolio, the INVESCO VIF - High Yield Portfolio, the INVESCO VIF -
Industrial Income Portfolio, the INVESCO VIF - Realty Portfolio, the INVESCO VIF
- - Small Company Growth Portfolio, the INVESCO VIF - Technology Portfolio, the
INVESCO VIF - Total Return Portfolio and the INVESCO VIF - Utilities Portfolio.
This Prospectus relates to shares of the INVESCO VIF - Realty Portfolio only.
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 Fund seeks long-term capital growth. Above-average current income is
an additional consideration in selecting securities for the Fund's investment
portfolio. The Fund normally invests 65% of its total assets in publicly-traded
stocks of companies principally engaged in the real estate industry. The
remaining assets are invested in other income-producing securities such as
mortgage-backed securities and corporate bonds. There is, of course, no
guarantee that the Fund will achieve its investment objective.

The Fund focuses on equity securities of companies in the real estate
industry. As such, in addition to the normal market risks associated with
investments in securities generally, the Fund is particularly sensitive to
conditions in the real estate industry. Real estate is a cyclical industry that
is sensitive to, among other things, interest rates, property tax rates,
national, regional and local economic conditions and availability of materials.
The Fund's investments in debt securities are subject to credit risk and market
risk, both of which are increased by investing in lower rated securities. The
returns on foreign investments may be influenced by the risks of investing
overseas. Rapid portfolio turnover may result in higher brokerage commissions
and the acceleration of taxable capital gains. These and other risks are
discussed below under the caption "Risk Factors."

INVESCO Funds Group, Inc. ("IFG"), the ^ Fund's investment adviser, is
primarily responsible for providing the Company with various administrative

<PAGE>

services and supervising the Company's daily business affairs. Portfolio
management is provided to the Fund by its sub-adviser (referred to collectively
with IFG as "Fund Management"). INVESCO Realty Advisors, Inc. ("IRAI") serves as
sub-adviser to the Fund. The Fund pays IFG an advisory fee for the management of
its investments and business affairs. INVESCO Distributors, Inc. ("IDI") is
responsible for providing the Company with services related to distribution. A
discussion of these fees and additional information about IFG, IRAI and IDI is
provided below under the caption "Management."

INVESTMENT OBJECTIVE AND POLICIES

The Fund seeks to provide long-term capital growth and current income
while following sound investment practices. This investment objective is
fundamental and may be changed only by vote of a majority of the outstanding
shares of the Fund. There is no assurance that ^ the Fund will achieve its
investment objective. Any investment policy of the 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.

The Fund normally invests at least 65% of its total assets in equity
securities of companies principally engaged in the real estate industry. A
company is "principally engaged" in that industry if at least 50% of its assets,
gross income or net profits are attributable to the ownership, construction,
management or sale of residential, commercial or industrial real estate. Such
companies may include, for example, real estate investment trusts ("REITs"),
real estate brokers, home builders or real estate developers, companies with
substantial real estate holdings (such as paper and lumber producers,
agricultural businesses and lodging and entertainment companies) and companies
with significant involvement in the real estate industry, such as building
supply companies and financial institutions that write real estate mortgages. In
addition to common stocks, "equity securities" may include preferred stocks,
securities convertible into common stock and warrants.

The Fund's investments in equity securities are diversified by both
property type and geographic region. Under normal circumstances, no one property
type will represent more than 50% of the Fund's total assets. The remaining
assets of the Fund are invested in debt securities, including mortgage-backed
securities and debt or equity securities of companies which may or may not be
principally engaged in the real estate industry, including non-investment grade
and unrated debt securities. The Fund may invest up to 25% of its total assets
in foreign securities.

The Fund may invest up to 15% of its total assets in debt securities that
are rated below investment grade quality (commonly called "junk bonds") and
rated BB or lower by Standard & Poor's, a division of The McGraw Hill Companies,
Inc. ("S&P") or Ba or lower by Moody's Investors Service, Inc. ("Moody's") or,
if unrated, are judged by Fund Management to be of equivalent quality^. These
include issues which are of poorer quality and may have some speculative
characteristics, according to the ratings services. Investments in unrated
securities may not exceed 25% of the Fund's total assets. Never, under any

<PAGE>

circumstances, is the Fund permitted to purchase bonds which are rated below B-
by S&P ^ or B by Moody's. Bonds rated B- or B generally lack characteristics of
a desirable investment and are deemed speculative with respect to the issuer's
capacity to pay interest and repay principal over a long period of time. While
Fund Management continuously monitors all of the corporate bonds in the Fund's
investment portfolio for the issuer's ability to make required principal and
interest payments and other quality factors, it may retain a bond whose rating
is changed to one below the minimum rating required for purchase of the
security.

When Fund Management believes market or economic conditions are
unfavorable, the Fund 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 the Fund will vary based upon the Fund's investment performance.
The Fund's performance is tied closely to conditions affecting the real estate
industry, which has historically been cyclical. The real estate industry is
highly sensitive to national, regional and local economic conditions, in
addition to such factors as interest rates, changes in property taxes and real
estate values, overbuilding, and changes in rental income. The structure,
management and cash flow of many of the companies in the industry also may
heavily impact their performance. Although the Fund does not intend to invest
directly in private real estate assets, it conceivably could own real estate
directly as a result of default on debt securities that it holds in its
portfolio. Therefore, the Fund may be subject to certain risks associated with
the direct ownership of real estate, including, among others, difficulties in
valuing and trading real estate and declines in the value of real estate.

<PAGE>

RISK FACTORS

To limit exposure to credit risks, the Fund, as a matter of fundamental
policy, will be diversified. With respect to 75% of the 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. 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 the Fund. The credit risk exposure of the Fund may be increased by
its policy of concentrating investments in a specific business sector. See "Risk
Factors -- Concentration."

<PAGE>

Real Estate Investment Trusts. The Fund may invest in real estate
investment trusts ("REITs"). REITs are pooled investment vehicles that invest
primarily in income-producing real estate or real estate related loans or
interests. REITs are generally classified as either equity or mortgage, or a
combination of the two. An equity REIT invests the majority of its assets
directly in real estate and derives most of its income from rents. A mortgage
REIT invests the majority of its assets in real estate mortgages and derives
most of its income from interest payments. In addition to the risks inherent in
any investment in the real estate industry, investments in REITs have certain
unique risks. Equity REITs can be affected by changes in the value of the
underlying property owned by them; mortgage REITs are affected by the quality of
the credit extended. REITs are not diversified, and are subject to the risks of
real estate financing, including cash flow dependency and defaults by borrowers.
REITs attempt to qualify for beneficial tax treatment by distributing 95% of
their taxable income to their interest holders. If a REIT fails to qualify for
such beneficial tax treatment, it would be taxed as a corporation, and
distributions to its shareholders (including the Fund) would be reduced. By
investing in REITs indirectly through the Fund, a Fund shareholder will bear not
only a proportionate share of the expenses of the Fund, but also, indirectly,
similar expenses of the REIT. For taxable shareholders, a portion of the
dividends paid by a REIT may be considered return on capital and would not
currently be regarded as taxable income. Therefore, depending upon an
individual's tax bracket, the dividend yield may have a higher tax-effective
yield.

Mortgage-Backed Securities. The Fund may invest in mortgage-backed
securities issued or guaranteed by the U.S. government or federal agencies such
as Government National Mortgage Association ("GNMA"), Fannie Mae (formerly known
as the Federal National Mortgage Association) and Federal Home Loan Mortgage
Corporation ("FHLMC"). Some of these securities, such as GNMA certificates, are
backed by the full faith and credit of the U.S. Treasury while others, such as
FHLMC certificates, are not. Mortgage-backed securities represent interests in
pools of mortgages which have been purchased from loan institutions such as
banks and savings & loans, and packaged for resale in the secondary market.
Interest and principal are "passed through" to the holders of the securities.
The timely payment of interest and principal is guaranteed by a federal agency,
but the market value of the security is not guaranteed and will vary. The Fund
also may invest in mortgage-backed securities issued by private, non-government
issuers such as banks and broker-dealers. When interest rates drop, many home
buyers choose to refinance their mortgages. These resulting prepayments of the
initial mortgages may shorten the average weighted lives of mortgage-backed
securities and may lower their returns. Prepayment rates cannot be predicted
with any accuracy. Under certain interest rate and prepayment rate structures,
it is possible that the Fund may fail to recoup the full amount of its
investment in mortgage-backed securities, despite any direct or indirect
governmental or agency guarantee. When the Fund reinvests amounts received
representing unscheduled prepayments of principal, it likely will receive a rate
of interest that is lower than the rate on then-existing adjustable rate
mortgage pass-through securities.

<PAGE>

Collateralized mortgage obligations ("CMOs") may be issued by, among
others, U.S. government agencies and instrumentalities. CMOs are issued in
classes, with the principal of, and interest on, the underlying mortgage assets
allocated among the several classes. Each class is commonly referred to as a
"tranche," and is issued at a specific or adjustable interest rate. Each tranche
must be fully retired no later than its final distribution date. Generally,
interest is paid or accrued monthly. CMOs typically are collateralized by GNMA,
Fannie Mae or FHLMC certificates. They also may be collateralized by other
mortgage assets, including whole loans or private mortgage pass-through
securities. CMOs are paid from payments of principal and interest on collateral
of mortgaged assets and any reinvestment income thereon. Risks of investing in
CMOs, in addition to the general risks of investing in the real estate industry,
include failure of the counter party to meet its commitments, the effects of
prepayment on mortgage cash flows and adverse interest rate changes. Investing
in the lower tranches of CMOs presents risks similar to investments in equity
securities. The yield of CMOs may be affected by adjustability of interest rates
and the possibility that prepayments of principal may be made significantly
earlier than the final distribution dates. These practices and risks are
discussed under "Investment Objective and Policies" and "Risk Factors."

Lending securities involves certain risks, the most significant 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. The 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. The Fund may enter into repurchase agreements with
respect to debt instruments eligible for investment by the Fund. These
agreements are entered into with member banks of the Federal Reserve System,
registered broker-dealers, and registered government 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, the Fund could
incur costs or delays in seeking to sell the security.

<PAGE>

Portfolio Turnover. There are no fixed limitations regarding portfolio
turnover for the Fund. Although the Fund does not trade for short-term profits,
securities may be sold without regard to the time they have been held in the
Fund when, in the opinion of Fund Management, market considerations warrant such
action. Increased portfolio turnover would cause a Fund to incur greater
brokerage costs than would otherwise be the case. The Fund anticipates a
portfolio turnover rate between 60% and 75%. A portfolio turnover rate of 75%
would occur if three-quarters of the Fund's portfolio securities were sold
within one year. 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 Fund is 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, the 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, the 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 the Fund's
investments in Rule 144A Securities could be impaired if dealers or
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. In the event that a Rule 144A Security held by the Fund is
subsequently determined to be illiquid, the security will be sold as soon as
that can be done in an orderly fashion consistent with the best interests of the
Fund's shareholders. For more information concerning Rule 144A Securities, see
the Statement of Additional Information.

<PAGE>

Foreign Securities. The 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 a foreign
currency, returns for a U.S. investor on foreign securities denominated in that
foreign currency 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.

<PAGE>

Delayed Delivery or When-Issued Purchases. Securities may at time be
purchased or sold by the Fund with settlement taking place in the future. The
Fund may invest, and hold, up to 10% of its net assets in when-issued
securities. In the case of debt securities, the payment obligations and the
interest rates that will be received on the securities generally are fixed at
the time the Fund enters into the 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. For more information concerning delayed delivery and when-issued
purchases, see the Statement of Additional Information.

Forward Foreign Currency Contracts. The Fund 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 Fund holds foreign
securities. A forward contract is an agreement between contracting parties to
exchange an amount of currency at some future time at an agreed upon rate.
Although the Fund has not adopted any limitations on their ability to use
forward contracts as a hedge against fluctuations in foreign exchange rates, the
Fund does not attempt to hedge all of its foreign investment positions and will
enter into forward contracts only to the extent, if any, deemed appropriate by
Fund Management. The Fund 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 Fund's limitation on
investing in illiquid securities, discussed above. For additional information
regarding forward contracts, see "Investment Policies" in the Statement of
Additional Information.

High-Risk, High-Yield Debt Securities. Although Fund Management limits the
Fund's debt security investments to securities it believes are not highly
speculative, both credit and market risks are increased by ^ the Fund's
investments in debt securities rated below the top four grades by S&P 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 S&P (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.

<PAGE>

Because investment in medium and lower rated securities involves both
greater credit risk and market risk, achievement of the Fund's investment
objective 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 Fund may be expected to fluctuate more than that 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 experienced a significant
increase in the use of high yield corporate debt securities to Fund highly
leveraged corporate acquisitions and restructurings. Past experience may not
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 ^ the 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 Fund 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 ^ Fund for the issuers' ability to make required principal and
interest payments and other quality factors, ^ the Fund may retain in the
portfolio a debt security whose rating is changed to one below the minimum
rating required for purchase.

For a detailed description of corporate bond ratings, refer to the
Appendix to this Prospectus. More information on debt securities is contained in
the Statement of Additional Information.

Concentration. While the Fund 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 sector. As a result of this
investment policy, an investment in the Fund 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 Fund may be more susceptible to change than those of
investment companies which spread their investments over many different business
sectors.

<PAGE>

Although the Fund will enter into futures contracts and options on futures
contracts and securities solely for hedging or other nonspeculative purposes,
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 ^ the
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, which are set
forth in greater detail in the Statement of Additional Information and Appendix
A therein.

<PAGE>

The Fund may buy and sell interest rate futures contracts relating to U.S.
government securities for the purpose of hedging the value of its securities
portfolio.

INVESTMENT RESTRICTIONS

The 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. A list of the Fund's fundamental investment restrictions and
a list of additional, non-fundamental investment restrictions of the 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, IFG, 7800 E. Union Avenue,
Denver, Colorado, serves as the Fund's investment adviser. IFG is primarily
responsible for providing the Fund with various administrative services and
supervising the Fund's daily business affairs. These services are subject to
review by the Company's board of directors.

Pursuant to an agreement with IFG, IRAI serves as the sub-adviser of the
Fund. Although the Company is not a party to the sub-advisory agreement, the
agreement ^ has been approved by the Company's board of directors. The address
of IRAI is One Lincoln Center, Suite 1200, 5400 LBJ Freeway, LB-2, Dallas,
Texas. Subject to the supervision of IFG and review by the Company's board of
directors, IRAI is primarily responsible for selecting and managing the
investments of the Fund. INVESCO Distributors, Inc. ("IDI") provides services
relating to the distribution and sales of the Fund's shares.

The Fund's investments are selected by team of IRAI portfolio managers
that is collectively responsible for the investment decisions relating to the
Fund.

IFG, IRAI and IDI are indirect wholly-owned ^ subsidiaries of AMVESCAP
PLC, a publicly-traded holding company that, through its subsidiaries, engages
in the business of investment management on an international basis. AMVESCAP PLC
has approximately $192.2 billion in assets under management. IFG was established
in 1932 and, as of December 31, 1997, managed 14 mutual funds, consisting of 47
separate portfolios, with combined assets of approximately $16.7 billion on
behalf of 848,106 shareholders. IRAI, established in 1983, is a registered
investment adviser that currently manages $3.2 billion of assets (both
securities and direct investments in real estate) for its clients. IRAI's
clients include corporate plans and public pension funds, as well as endowment
and foundation accounts. It presently serves as sub-adviser to two other mutual
Fund portfolios, as well as other collective investment vehicles. As of December
31, 1997, the portfolio of direct investments in real estate managed by IRAI for
its clients contained 124 properties totaling more than 35.5 million square feet
of commercial real estate and 14,340 apartment units.

<PAGE>

The Fund pays IFG a monthly advisory fee which is based upon a percentage
of the Fund's average net assets, determined daily. The advisory fee is computed
at the annual rates of 0.90% on the first $500 million of the Fund's average net
assets; 0.75% on the next $500 million of the Fund's average net assets; and
0.65% on the Fund's average net assets in excess of $1 billion.

Out of the advisory fee received from the Fund, IFG pays IRAI a monthly
sub-advisory fee. No fee is paid by the Fund to its sub-adviser. The
sub-advisory fees is computed at the annual rates of 0.30% on the first $500
million of the Fund's average net assets; 0.25% on the next $500 million of the
Fund's average net assets; and 0.2167% on the Fund's average net assets in
excess of $1 billion.

<PAGE>

The Company has also entered into a Distribution Agreement with IDI dated
September 20, 1997 (the "Distribution Agreement"). Pursuant to the Distribution
Agreement, IDI performs all services related to distribution and sale of the
Fund's shares.

The Fund's expenses, which are accrued daily, are generally deducted from
its total income before dividends are paid. ^ Certain Fund expenses will be
absorbed voluntarily by IFG pursuant to a commitment to the Company to limit the
Fund's annual expenses to no more than 1.10% of the Fund's average net assets.
This commitment may be changed following consultation with the Company's board
of directors.

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 Fund 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 Fund 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 the Fund, or change existing allocations
among investment alternatives, including the Fund. Shares of the Fund are sold
on a continuous basis to separate accounts of Participating Insurance Companies
by IDI, as the Fund's distributor. No sales charge is imposed upon the sale of
shares of the Fund. Sales charges for the variable annuity or variable life
insurance contracts are described in the Separate Account Prospectuses. ^ IDI
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 Fund.

TAX STATUS, DIVIDENDS AND DISTRIBUTIONS

<PAGE>

PERFORMANCE INFORMATION

<PAGE>

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 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 addition, rankings, ratings, and comparisons of investment performance
and/or assessments of the quality of shareholder service appearing in
publications such as Money, Forbes, Kiplinger'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 "Real Estate Funds"
variable insurance product grouping. 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

<PAGE>

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
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.

<PAGE>

opportunity to reduce costs and achieve operational efficiencies. No assurance
is given that costs will be materially reduced if this option is implemented.

<PAGE>

APPENDIX
BOND RATINGS

The following is a description of S&P's and Moody's bond rating
categories:

S&P's Corporate Bond Ratings

AAA - This is the highest rating assigned by S&P to a debt obligation and
indicates an extremely strong capacity to pay principal and interest.

<PAGE>

Moody's Corporate Bond Ratings

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
^ July [_], 1998

INVESCO VARIABLE
INVESTMENT FUNDS, INC.

INVESCO VIF - Realty Portfolio

INVESCO FUNDS

INVESCO Distributors, Inc.(sm)
Distributor
Post Office Box 173706
Denver, Colorado 80217-3706

1-800-525-8085
PAL(R): 1-800-424-8085.
http://www.invesco.com

In Denver, 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.

<PAGE>

Prospectus
^ July [_], 1998

INVESCO VARIABLE INVESTMENT FUNDS, INC.
INVESCO VIF - Small Company Growth Portfolio

INVESCO Variable Investment Funds, Inc. (the "Company"), a Maryland
corporation, is an open-end management investment company that offers shares of
common stock of ten diversified investment portfolios (the "Funds"), including
the INVESCO VIF - Small Company Growth Portfolio (the "Small Company Growth
Fund" or "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. If other Funds are available under a Participating Insurance
Company's contracts, a prospectus describing them will be available from the
Participating Insurance Company.

The Small Company Growth Fund seeks long-term capital growth. The Small
Company Growth Fund invests primarily in equity securities of
small-capitalization U.S. companies traded "over-the-counter."

<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......................................................................140

FINANCIAL HIGHLIGHTS.........................................................142

INVESTMENT OBJECTIVES AND POLICIES...........................................144

RISK FACTORS.................................................................145

INVESTMENT RESTRICTIONS......................................................150

MANAGEMENT...................................................................151

PURCHASES AND REDEMPTIONS....................................................154

TAX STATUS, DIVIDENDS AND DISTRIBUTIONS......................................155

PERFORMANCE INFORMATION......................................................155

ADDITIONAL INFORMATION.......................................................157

APPENDIX.....................................................................159

<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 ten diversified investment portfolios ("Funds"), the INVESCO VIF -
Dynamics Portfolio, the INVESCO VIF - Growth Portfolio, the INVESCO VIF - Health
Sciences Portfolio, the INVESCO VIF - High Yield Portfolio, the INVESCO VIF -
Industrial Income Portfolio, the INVESCO VIF - Realty Portfolio, the INVESCO VIF
- - Small Company Growth Portfolio, the INVESCO VIF - Technology Portfolio, the
INVESCO VIF - Total Return 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 Fund seeks long-term capital growth. This investment objective is
fundamental and may be changed only by a vote of a majority of the outstanding
shares of the Fund. There is no assurance that the Fund will achieve its
investment objective. Any investment policy of the 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.

The Fund seeks to attain its investment objective by investing primarily
in small-capitalization equity securities of U.S. companies traded
over-the-counter. There is no guarantee that the Fund will achieve its
investment objective. A discussion of the Fund's investment objective and
policies is provided below under the caption "Investment Objectives and
Policies."

Various types of risks are involved with the Fund. The Fund may lend
portfolio securities and may enter into repurchase agreements with respect to
debt instruments eligible for investment by the Fund. The Fund may invest up to
15% of its net assets in illiquid securities. The 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 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

<PAGE>

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 Fund 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."

<PAGE>

FINANCIAL HIGHLIGHTS
(For a Fund Share Outstanding Throughout Each Period)

Period
Ended
December 31
--------------
1997+

Small Company Growth Portfolio

PER SHARE DATA
Net Asset Value - Beginning of Period $10.00
INCOME FROM INVESTMENT OPERATIONS
Net Investment Income 0.02
Net Loss on Securities (Both Realized
and Unrealized) (0.11)
Total from Investment Operations (0.09)
--------------
Net Asset Value - End of Period $9.91
==============

TOTAL RETURN>> (0.90)%*

RATIOS
Net Assets - End of Period ($000 Omitted) $247
Ratio of Expenses to Average Net Assets 0.61%@~
Ratio of Net Investment Income to
Average Net Assets 0.52%~
Portfolio Turnover Rate 25%*
Average Commission Rate Paid^^ $0.1066*

+ All of the expenses of the Portfolio were voluntarily absorbed by IFG from
August 25, 1997, commencement of investment operations, through December 31,
1997. If such expenses had not been voluntarily absorbed, ratio of expenses to
average net assets would have been 35.99% and ratio of net investment income to
average net assets would have been (34.86%).

>> Total return does not reflect expenses that apply to the related insurance
policies, and inclusion of these charges would reduce the total return figures
for the period shown.

* Based on operations for the period shown and, accordingly, are not
representative of a full year.

<PAGE>

@ Ratio is based on Total Expenses of the Portfolio, less Expenses Absorbed by
Investment Adviser, which is before any expense offset arrangements.

~ Annualized

<PAGE>

INVESTMENT OBJECTIVES AND POLICIES

The Fund seeks to achieve its 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,
IFG 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 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 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 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 Ginnie Mae obligations, or obligations of U.S.
government authorities, agencies or instrumentalities, consisting of Fannie Mae
(formerly, 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, a division of The
McGraw-Hill Companies ("S&P") or Baa by Moody's Investors Services, Inc.
("Moody's") or, if unrated, are judged by IFG 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 S&P or Caa by Moody's. The risks of investing in
below-investment grade debt securities are discussed below under "Risk Factors."

<PAGE>

For a description of each corporate bond rating category, please refer to the
Appendix to this Prospectus.

The short-term investments of the 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 S&P 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.

RISK FACTORS

Contract owners should consider the special factors associated with the
policies discussed below in determining the appropriateness of allocating
contract values to one or more of the Funds. See the Statement of Additional
Information for a discussion of additional risk factors.

<PAGE>

any one issuer. In addition, no more than 25% of the 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 the Fund. See "Risk Factors --Concentration."

Lending securities involves certain risks, the most significant of which
is the risk that a borrower may fail to return a portfolio security. IFG
monitors the creditworthiness of borrowers in order to minimize such risks. The
Fund will not lend any security if, as a result of that loan, the aggregate
value of securities then on loan would exceed 33-1/3% of the Fund's total assets
(taken at market value).

<PAGE>

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 a foreign
currency, returns on foreign securities for a U.S. investor on foreign
securities denominated in that foreign currency 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.

<PAGE>

transactions in foreign securities or during the time the Fund holds foreign
securities. A forward contract is an agreement between contracting parties to
exchange an amount of currency at some future time at an agreed upon rate.
Although the Fund has not adopted any limitations on its ability to use forward
contracts as a hedge against fluctuations in foreign exchange rates, the Fund
does not attempt to hedge all of its foreign investment positions and will enter
into forward contracts only to the extent, if any, deemed appropriate by IFG.
The Fund 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 Fund's limitation on investing in illiquid
securities, discussed above. For additional information regarding forward
contracts, see "Investment Policies" in the Statement of Additional Information.

<PAGE>

part, by gains on futures contracts purchased by the Fund. Brokerage fees are
paid to trade futures contracts, and the Fund is required to maintain margin
deposits.

The Fund may buy and sell interest rate futures contracts relating to U.S.
government securities for the purpose of hedging the value of its securities
portfolio.

INVESTMENT RESTRICTIONS

<PAGE>

MANAGEMENT

Pursuant to an agreement with the Company, IFG, 7800 E. Union Avenue,
Denver, Colorado, serves as the Fund's investment adviser. IFG is primarily
responsible for providing the Fund with investment management, various
administrative services and supervising the Fund's daily business affairs. IFG
is responsible for selecting and managing the investments of the Fund. These
services are subject to review by the Company's board of directors.

The Fund is managed by three members of INVESCO's Growth Team, which is
headed by Timothy J. Miller. The following individuals are primarily responsible
for the day-to-day management of the Fund's portfolio holdings:

Timothy J. Miller, a Chartered Financial Analyst, has been a co-portfolio
manager of the Fund since February 1997. Mr. Miller is also the lead portfolio
manager of INVESCO Dynamics Fund and INVESCO VIF - Dynamics Fund and co-manages
INVESCO Small Company Growth Fund, INVESCO Growth Fund and INVESCO VIF - Growth
Fund. Mr. Miller is also a senior vice president of ^ IFG. Mr. Miller was
previously an analyst and portfolio manager with Mississippi Valley Advisors
from 1979 to 1992. Mr. Miller received an M.B.A. from the University of
Missouri-St. Louis and a B.S.B.A. from St. Louis University.

Trent E. May, a Chartered Financial Analyst, has been a co-portfolio
manager of the Fund since February 1997. Mr. May is also the lead portfolio
manager of INVESCO Growth Fund and INVESCO VIF -Growth Fund and co-manages

<PAGE>

INVESCO VIF - Small Company Growth Fund. Mr. May is also a vice president of ^
IFG. Mr. May began his investment career in 1991 and was most recently senior
equity fund manager/equity analyst with Munder Capital Management in Detroit.
Mr. May received an M.B.A. from Rollins College and a B.S. in Engineering from
the Florida Institute of Technology.

Stacie Cowell, a Certified Financial Analyst, has been a co-portfolio
manager of the Fund since February 1997. Ms. Cowell also co-manages INVESCO
Small Company Growth Fund. Ms. Cowell was previously a senior equity analyst
with Founders Asset Management and capital markets and trading analyst with
Chase Manhattan Bank in New York. Ms. Cowell received a B.A. in Economics from
Colgate University.

The Fund pays IFG a monthly advisory fee which is based upon a percentage
of the Fund's average net assets, determined daily. For the Fund, the advisory
fee is computed at the following annual rates: 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 fiscal period ended December 31, 1997, the investment advisory
fee paid by the Fund was 0.75% of the Fund's average net assets.

<PAGE>

on necessary changes to their computer systems to deal with the year 2000 and
expect that their systems will be adapted before that date, but there can be no
assurance that they will be successful. Furthermore, services may be impaired at
that time as a result of the interaction of their systems with others'
noncomplying computer systems.

The Fund's expenses, which are accrued daily, are generally deducted from
its total income before dividends are paid. Total expenses of the Fund (prior to
expense offset arrangements) for the fiscal period ended December 31, 1997,
including investment advisory fees (but excluding brokerage commissions, which
are a cost of acquiring securities), amounted to 1.00% of the Fund's average net
assets. Certain Fund expenses are absorbed voluntarily by IFG pursuant to a
commitment to the Company to limit the Fund's annual expenses to no more than
1.00% of the Fund's average net assets. This commitment may be changed following
consultation with the Company's board of directors. If such a voluntary expense
limit were not in effect, the total operating expenses, as a percentage of the
Fund's average net assets, of the Fund for the fiscal period ended December 31,
1997, would have been 35.99%.

<PAGE>

PURCHASES AND REDEMPTIONS

<PAGE>

TAX STATUS, DIVIDENDS AND DISTRIBUTIONS

PERFORMANCE INFORMATION

<PAGE>

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 Fund's 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 the 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 performance for the Fund for the fiscal period ended
December 31, 1997, was -0.90%.

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 addition, rankings, ratings, and comparisons of investment performance
and/or assessments of the quality of shareholder service appearing in
publications such as Money, Forbes, Kiplinger'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
Fund in performance reports, will be drawn from the "Small Company Growth Funds"
grouping. In addition, the broad-based Lipper variable insurance product
groupings may be used for comparison to the Fund. A more complete list of

<PAGE>

publications that may be quoted in sales literature is contained under the
caption "Performance" in the Statement of Additional Information.

ADDITIONAL INFORMATION

<PAGE>

expected that any such investment company would be managed by IFG in
substantially the same manner as the 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 Fund's
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
Company's board of directors determines it to be in the best interests of the
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.

<PAGE>

APPENDIX
BOND RATINGS

The following is a description of S&P and Moody's bond rating categories:

S&P 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.

<PAGE>

Moody's Corporate Bond Ratings

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
^ July [_], 1998

INVESCO VARIABLE
INVESTMENT FUNDS, INC.

INVESCO VIF - Small Company Growth Portfolio

INVESCO FUNDS

INVESCO Distributors, Inc.(sm)
Distributor
Post Office Box 173706
Denver, Colorado 80217-3706

1-800-525-8085
PAL(R): 1-800-424-8085.
http://www.invesco.com

In Denver, 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.

<PAGE>

Prospectus
^ July [_], 1998

INVESCO VARIABLE INVESTMENT FUNDS, INC.
INVESCO VIF - Technology Portfolio

INVESCO Variable Investment Funds, Inc. (the "Company"), a Maryland
corporation, is an open-end management investment company that offers shares of
common stock of ten diversified investment portfolios (the "Funds"), including
the INVESCO VIF - Technology Portfolio (the "Technology Fund" or "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. If
other Funds are available under a Participating Insurance Company's contracts, a
prospectus describing them will be available from the Participating Insurance
Company.

The Technology Fund seeks capital appreciation. The Fund normally invests
at least 80% of its total assets in equity securities of companies in
technology-related industries such as computers, communications, video,
electronics, oceanography, office and factory automation, and robotics.

<PAGE>

TABLE OF CONTENTS
Page

SUMMARY......................................................................164

FINANCIAL HIGHLIGHTS.........................................................166

INVESTMENT OBJECTIVES AND POLICIES...........................................168

RISK FACTORS.................................................................169

INVESTMENT RESTRICTIONS......................................................174

MANAGEMENT...................................................................174

PURCHASES AND REDEMPTIONS....................................................177

TAX STATUS, DIVIDENDS AND DISTRIBUTIONS......................................178

PERFORMANCE INFORMATION......................................................178

ADDITIONAL INFORMATION.......................................................180

APPENDIX.....................................................................182

<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 ten diversified investment portfolios ("Funds"), the INVESCO VIF -
Dynamics Portfolio, the INVESCO VIF - Growth Portfolio, the INVESCO VIF - Health
Sciences Portfolio, the INVESCO VIF - High Yield Portfolio, the INVESCO VIF -
Industrial Income Portfolio, the INVESCO VIF - Realty Portfolio, the INVESCO VIF
- - Small Company Growth Portfolio, the INVESCO VIF - Technology Portfolio, the
INVESCO VIF - Total Return 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 Fund seeks to attain its investment objective by investing at least
80% of its total assets in equity securities of companies in technology-related
industries such as computers, communications, video, electronics, oceanography,
office and factory automation, and robotics. There is no guarantee that the Fund
will achieve ^ its investment objective. A discussion of the Fund's investment
objective and policies is provided below under the caption "Investment
Objectives and Policies."

Various types of risks are involved with the Fund. The Fund may lend
portfolio securities and may enter into repurchase agreements with respect to
debt instruments eligible for investment by the Fund. The Fund may invest up to
15% of its net assets in illiquid securities. The 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 Fund will be concentrated in a specific business sector. Compared to the

<PAGE>

broad market, an individual sector may be more strongly affected by changes in
the economic climate, broad market shifts, moves in a particular dominant stock,
or regulatory changes. The Fund 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."

<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 1997 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.

Period
Ended
December 31
-------------
1997+

Technology Portfolio

PER SHARE DATA
Net Asset Value - Beginning of Period $10.00
-------------
INCOME FROM INVESTMENT OPERATIONS
Net Investment Income 0.05
Net Gains on Securities (Both Realized
and Unrealized) 1.44
-------------
Total from Investment Operations 1.49
-------------

Net Asset Value - End of Period $11.49

=============

TOTAL RETURN> 14.80%*

RATIOS

Net Assets - End of Period ($000 Omitted) $414
Ratio of Expenses to Average Net Assets 0.48%@~

Ratio of Net Investment Income to Average
Net Assets 0.95%~
Portfolio Turnover Rate 102%*
Average Commission Rate Paid^^ $0.1503*

+ All of the expenses of the Portfolio were voluntarily absorbed by IFG from May
21, 1997, commencement of investment operations, through December 31, 1997. If
such expenses had not been voluntarily absorbed, ratio of expenses to average
net assets would have been 19.25% and ratio of net investment income to average
net assets would have been (17.82%).

> Total return does not reflect expenses that apply to the related insurance
policies, and inclusion of these charges would reduce the total return figures
for the period shown.

* These amounts are based on operations for the period shown and, accordingly,
are not representative of a full year.

<PAGE>

@ Ratio is based on Total Expenses of the Portfolio, less Expenses Absorbed by
Investment Adviser, which is before any expense offset arrangements.

~ Annualized

<PAGE>

INVESTMENT OBJECTIVES AND POLICIES

The Fund uses an aggressive investment strategy in attempting to attain
this investment objective. Holdings are focused on equity securities whose price
appreciation is expected to outpace that of the overall technology business
sector. These stocks may not pay regular dividends. The Fund normally invests at
least 80% of its total assets in the equity securities (common and preferred
stocks, and convertible bonds) of companies in technology-related industries
such as computers, communications, video, electronics, oceanography, office and
factory automation, and robotics.

The technology business sector consists of numerous industries. In
deciding whether a company is principally engaged in the technology business
sector, IFG must determine that the company derives more than 50% of its gross
income or net sales from activities in that sector; or that the company
dedicates more than 50% of its assets to the production of revenues from that
sector. If, based on available financial information, a question exists whether
a company meets one of these standards, IFG determines whether the company's
primary business is within that sector.

The remainder of the Fund's assets may be invested in any securities or
other instruments deemed appropriate by ^ IFG, consistent with the Fund's
investment policies and restrictions. These investments include debt securities
issued by companies principally engaged in the technology business sector, debt
or equity securities issued by companies outside that business sector,
short-term high grade debt obligations maturing no later than one year from the
date of purchase (including U.S. government and agency securities, domestic bank
certificates of deposit, commercial paper rated at least A-2 by Standard &
Poor's, a division of The McGraw-Hill Companies ("S&P") or P-2 by Moody's
Investors Service, Inc.^ ("Moody's")) and repurchase agreements^, and cash.

<PAGE>

RISK FACTORS

To limit exposure to credit risks, the Fund, as a matter of fundamental
policy, will be diversified. With respect to 75% of the Fund's total assets, no
more than 5% of the Fund's total assets will be invested in the securities of
any one issuer. This percentage limitation applies 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 the
Fund. The credit risk exposure of the Fund may be increased by its policy of
concentrating investments in specific business sectors. See "Risk Factors --
Concentration."

Portfolio Lending. The Fund may make loans of its portfolio securities to
broker-dealers or other institutional investors under contracts requiring such

<PAGE>

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
the Fund to earn income, which, in turn, can be invested in additional
securities to pursue the Fund's investment objective. The 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). The Fund
may pay finder's and other fees in connection with its securities loans.

Portfolio Turnover. There are no fixed limitations regarding portfolio
turnover for the Fund. Although the Fund does not trade for short-term profits,
securities may be sold without regard to the time they have been held in the
Fund when, in the opinion of IFG, market considerations warrant such action.
Therefore, the portfolio turnover rate of the Fund may be higher than those of
other investment companies with comparable investment objectives. Increased
portfolio turnover would cause the Fund to incur greater brokerage costs than
would otherwise be the case. The actual portfolio turnover rate for the Fund is
set forth under "Financial Highlights." 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

<PAGE>

among qualified brokers offering comparable best price and execution on Fund
transactions, are discussed in the Statement of Additional Information.

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;

<PAGE>

-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.

<PAGE>

While IFG 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, the 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.

Concentration. While the Fund 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 sector. As a result of this
investment policy, an investment in this Fund 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 Fund may be more susceptible to change than those of
investment companies which spread their investments over many different business
sectors.

The Fund may not invest more than 25% of its total assets in a single
industry (e.g., computer software) within the technology business sector.

<PAGE>

the buyer choose to exercise the option. A call option contract grants the
purchaser the right to buy the underlying future or security, at the strike
price, before the expiration date. A put option contract grants the purchaser
the right to sell the underlying future or security, at the strike price, before
the expiration date. 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 or security changes sufficiently, the
option may expire without value to the Fund.

The Fund may buy and sell interest rate futures contracts relating to U.S.
government securities for the purpose of hedging the value of its securities
portfolio.

INVESTMENT RESTRICTIONS

The 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. A list of the Fund's fundamental investment restrictions and
a list of additional, non-fundamental investment restrictions of the Fund (which
can be changed by the Company's board of directors without shareholder approval)
are contained in the Statement of Additional Information.

MANAGEMENT

Under a Distribution Agreement effective September 30, 1997, INVESCO
Distributors, Inc. ("IDI") provides services relating ^ to the distribution and
sales of the Fund's shares. IDI, established in 1997, is a registered

<PAGE>

broker-dealer that acts as a distributor for all retail funds advised by IFG.
Prior to September 30, 1997, IFG served as the Fund's distributor.

The Fund is managed by members of INVESCO's Sector Team, which is headed by
Daniel B. Leonard. The following individuals are primarily responsible for the
day-to-day management of the Fund's holdings:

Daniel B. Leonard has been a co-portfolio manager of the Fund since 1996
(portfolio manager from 1993 to 1996). Mr. Leonard also manages INVESCO
Strategic Gold Portfolio and co-manages INVESCO Strategic Technology Portfolio
and INVESCO Strategic Financial Services Portfolio. Mr. Leonard is a senior vice
president of ^ IFG. Mr. Leonard was previously a portfolio manager (1977-1983;
1985-1991) and senior vice president (1975-1983; 1985-1991) of INVESCO Funds
Group, Inc. and a vice president (1977-1983) of INVESCO Trust Company. Mr.
Leonard received a B.A. from Washington & Lee University.

Gerard F. Hallaren, Jr., a Chartered Financial Analyst, has been a
co-portfolio manager of the Fund since 1996. Mr. Hallaren also manages INVESCO
Strategic Environmental Services Portfolio and co-manages INVESCO Strategic
Technology Portfolio. Mr. Hallaren is also a vice president of ^ IFG. Mr.
Hallaren was previously a research analyst for INVESCO Trust Company (1994 to
1995), a vice president and research analyst with Hanifen Imhoff (1992 to 1994),
a retail broker with Merrill Lynch (1991), director of business planning with
MiniScribe Corporation (1989 to 1990), and a research analyst with various firms
beginning in 1978. Mr. Hallaren received a B.A. in Economics from the University
of Massachusetts-Amherst.

The Fund pays IFG a monthly advisory fee which is based upon a percentage
of the Fund's average net assets, determined daily. The advisory fee is computed
at the following annual rates: 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 fiscal period ended December 31, 1997, the investment advisory fee paid
by the Fund was 0.75% of the Fund's average net assets.

<PAGE>

The Fund's expenses, which are accrued daily, are generally deducted from
its total income before dividends are paid. Total expenses of the Fund (prior to
expense offset arrangements) for the fiscal period ended December 31, 1997,
including investment advisory fees (but excluding brokerage commissions, which
are a cost of acquiring securities), amounted to 1.00% of the Fund's average net
assets. Certain Fund expenses are absorbed voluntarily by IFG pursuant to a
commitment to the Company to limit the Fund's annual expenses to no more than
1.00% of the Fund's average net assets. This commitment may be changed following
consultation with the Company's board of directors. If such a voluntary expense
limit were not in effect, the total operating expenses, as a percentage of the
Fund's average net assets for the fiscal period ended December 31, 1997, would
have been 19.25%.

IFG permits investment and other personnel to purchase and sell securities
for their own accounts, subject to a compliance policy governing personal

<PAGE>

investing. This policy requires IFG's personnel to conduct their personal
investment activities in a manner that IFG believes is not detrimental to the
Fund or IFG's other advisory clients. See "Management" in the Statement of
Additional Information for more detailed information.

PURCHASES AND REDEMPTIONS

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 (generally 4:00 p.m., New York time), and also may be computed on other
days under certain circumstances. Net asset value per share for the 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 represents fair value.

<PAGE>

TAX STATUS, DIVIDENDS AND DISTRIBUTIONS

PERFORMANCE INFORMATION

<PAGE>

applicable Separate Account Prospectus. Total return or yield for the 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 performance for the Fund for the fiscal period ended
December 31, 1997, was 14.80%.

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 addition, rankings, ratings, and comparisons of investment performance
and/or assessments of the quality of shareholder service appearing in
publications such as Money, Forbes, Kiplinger'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
Fund in performance reports, will be drawn from the "Science and Technology
Funds" grouping. In addition, the broad-based Lipper variable insurance product
groupings may be used for comparison to the Fund. 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.

<PAGE>

ADDITIONAL INFORMATION

<PAGE>

notice of any such investment. Such investment would be made only if the
Company's board of directors determines it to be in the best interests of the
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.

<PAGE>

APPENDIX
BOND RATINGS

The following is a description of S&P's and Moody's bond rating
categories:

S&P'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.

<PAGE>

Moody's Corporate Bond Ratings

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
^ July [_], 1998

INVESCO VARIABLE
INVESTMENT FUNDS, INC.

INVESCO VIF - Technology Portfolio

INVESCO FUNDS

INVESCO Distributors, Inc.(sm)
Distributor
Post Office Box 173706
Denver, Colorado 80217-3706

1-800-525-8085
PAL(R): 1-800-424-8085.
http://www.invesco.com

In Denver, 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.

<PAGE>

Prospectus
^ July [_], 1998

INVESCO VARIABLE INVESTMENT FUNDS, INC.
INVESCO VIF - Total Return Portfolio

INVESCO Variable Investment Funds, Inc. (the "Company"), a Maryland
corporation, is an open-end management investment company that offers shares of
common stock of ten diversified investment portfolios (the "Funds"), including
the INVESCO VIF - Total Return Portfolio (the "Total Return Fund" or "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. If
other Funds are available under a Participating Insurance Company's contracts, a
prospectus describing them will be available from the Participating Insurance
Company.

The Total Return Fund seeks a high total return on investment through
capital appreciation and current income. The 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>

TABLE OF CONTENTS
Page

SUMMARY......................................................................187

FINANCIAL HIGHLIGHTS.........................................................189

INVESTMENT OBJECTIVES AND POLICIES...........................................191

RISK FACTORS.................................................................192

INVESTMENT RESTRICTIONS......................................................197

MANAGEMENT...................................................................197

PURCHASES AND REDEMPTIONS....................................................200

TAX STATUS, DIVIDENDS AND DISTRIBUTIONS......................................201

PERFORMANCE INFORMATION......................................................202

ADDITIONAL INFORMATION.......................................................203

APPENDIX.....................................................................205

<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 ten diversified investment portfolios ("Funds"), the INVESCO VIF -
Dynamics Portfolio, the INVESCO VIF - Growth Portfolio, the INVESCO VIF - Health
Sciences Portfolio, the INVESCO VIF - High Yield Portfolio, the INVESCO VIF -
Industrial Income Portfolio, the INVESCO VIF - Realty Portfolio, the INVESCO VIF
- - Small Company Growth Portfolio, the INVESCO VIF - Technology Portfolio, the
INVESCO VIF - Total Return 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 Participating 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 the Funds, or change existing allocations among investment
alternatives, including the Fund.

The Fund seeks a high total return on investment through capital
appreciation and current income. This investment objective is fundamental and
may be changed only by a vote of a majority of the outstanding shares of the
Fund. There is no assurance that the Fund will achieve its investment objective.
Any investment policy of the 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.

The 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. A discussion of the Fund's investment
objective and policies is provided below under the caption "Investment
Objectives and Policies."

<PAGE>

INVESCO Funds Group, Inc. ("IFG"), the Fund's investment adviser, is
primarily responsible for providing the Fund with various administrative
services and supervising the Fund's daily business affairs. Portfolio management
is provided to the Fund by its sub-adviser (referred to collectively with IFG as
"Fund Management"). INVESCO Capital Management, Inc. ("ICM") serves as
sub-adviser to the Fund. The Fund pays IFG an advisory fee for the management of
its investments and business affairs. A discussion of these fees and additional
information about IFG and ICM are provided below under the caption "Management."

<PAGE>

FINANCIAL HIGHLIGHTS
(For a Fund Share Outstanding Throughout Each Period)

Period
Ended
Year Ended December 31 December 31
------------------------------------------ -----------
1997 1996 1995 1994^

Total Return Portfolio

PER SHARE DATA
Net Asset Value - Beginning of Period $13.21 $12.14 $10.09 $10.00
------------------------------------------ -----------
INCOME FROM INVESTMENT OPERATIONS
Net Investment Income 0.36 0.36 0.25 0.09
Net Gains on Securities
(Both Realized and Unrealized) 2.66 1.12 2.05 0.09
------------------------------------------ -----------
Total from Investment Operations 3.02 1.48 2.30 0.18
------------------------------------------ -----------
LESS DISTRIBUTIONS
Dividends from Net Investment Income 0.34 0.36 0.24 0.09
In Excess of Net Investment Income 0.00 0.05 0.00 0.00
Distributions from Capital Gains 0.08 0.00 0.01 0.00
------------------------------------------ -----------
Total Distributions 0.42 0.41 0.25 0.09
------------------------------------------ -----------

Net Asset Value - End of Period ^ $15.81 $13.21 $12.14 $10.09

========================================== ===========

TOTAL RETURN> 22.91% 12.18% 22.79% 1.75%*

<PAGE>

RATIOS
Net Assets - End of Period
($000 Omitted) 23,268 13,513 6,553 1,055
Ratio of Expenses to Average Net Assets# 0.92%@ 0.94%@ 1.01%@ 0.86%~
Ratio of Net Investment Income

to Average Net Assets# 3.07% 3.44% 3.91% 3.86%~
Portfolio Turnover Rate 27% 12% 5% 0%*
Average Commission Rate Paid^^ ^ $0.0540 ^ $0.0890 - -

</TABLE>

^ From June 2, 1994, commencement of investment 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, 1997, 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 1.10%, 1.30%, 2.51% and 16.44%, respectively,
and ratio of net investment income to average net assets would have been 2.89%,
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

<PAGE>

INVESTMENT OBJECTIVES AND POLICIES

The Fund seeks a high total return on investment through capital
appreciation and current income. This investment objective, as described below,
is fundamental and may be changed only by vote of a majority of the outstanding
shares of the Fund. There is no assurance that the Fund will achieve its
investment objective. Any investment policy of the 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, the Fund 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.

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 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 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 Ginnie Mae obligations, and obligations of U.S. government authorities,
agencies and instrumentalities, which are supported only by the assets of the
issuer, such as Fannie Mae (formerly, 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 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,
a division of The McGraw-Hill Companies ("S&P") (AAA, AA, A and BBB) or by ^
Moody's Investors Services, Inc. ("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. See the Appendix to this Prospectus for a
specific description of each corporate bond rating category.

Typically, at least 30% of the 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.

RISK FACTORS

<PAGE>

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.

Portfolio Lending. The 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
the 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). The Fund may pay finder's and other fees in connection with its
securities loans.

<PAGE>

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, the Fund could
incur costs or delays in seeking to sell the security.

Portfolio Turnover. There are no fixed limitations regarding portfolio
turnover for the Fund. Although the Fund does not trade for short-term profits,
securities may be sold without regard to the time they have been held in the
Fund when, in the opinion of Fund Management, market considerations warrant such
action. Therefore, the portfolio turnover rate of the Fund may be higher than
those of other investment companies with comparable investment objectives.
Increased portfolio turnover would cause the Fund to incur greater brokerage
costs than would otherwise be the case. The actual portfolio turnover rate for
the Fund is set forth under "Financial Highlights." 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.

<PAGE>

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.

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.

<PAGE>

Forward Foreign Currency Contracts. The Fund 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 Fund holds foreign
securities. A forward contract is an agreement between contracting parties to
exchange an amount of currency at some future time at an agreed upon rate.
Although the Fund has not adopted any limitations on its ability to use forward
contracts as a hedge against fluctuations in foreign exchange rates, the Fund
does not attempt to hedge all of its foreign investment positions and will enter
into forward contracts only to the extent, if any, deemed appropriate by Fund
Management. The Fund 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 Fund's limitation on
investing in illiquid securities, discussed above. For additional information
regarding forward contracts, see "Investment Policies" in the Statement of
Additional Information.

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, the 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.

<PAGE>

purchaser of an option purchases the right to effect a transaction in the
underlying future or security at a specified price (the "strike price") before a
specified date (the "expiration date"). In exchange for the right, the purchaser
pays a "premium" to the seller, which represents the price of the right to buy
or to sell the underlying instrument. In exchange for the premium, the seller of
the option becomes obligated to effect a transaction in the underlying future or
security, at the strike price, at any time prior to the expiration date, should
the buyer choose to exercise the option. A call option contract grants the
purchaser the right to buy the underlying future or security, at the strike
price, before the expiration date. A put option contract grants the purchaser
the right to sell the underlying future or security, at the strike price, before
the expiration date. 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 or security changes sufficiently, the
option may expire without value to the Fund.

The Fund may buy and sell interest rate futures contracts relating to U.S.
government securities for the purpose of hedging the value of its securities
portfolio.

INVESTMENT RESTRICTIONS

The 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 in any one industry. A list of the 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, IFG, 7800 E. Union Avenue,
Denver, Colorado, serves as the ^ Fund's investment adviser. IFG is primarily

<PAGE>

responsible for providing the Fund with various administrative services and
supervising the ^ Fund's daily business affairs. These services are subject to
review by the Company's board of directors.

Pursuant to an agreement with IFG, ICM serves as the sub-adviser of the
Fund. Although the Company is not a party to the agreement, the agreement has
been approved by the Company's board of directors. In addition, the agreement
has been approved by the shareholders of the Fund. The address of ICM is 1315
Peachtree Street, N.E., Atlanta, Georgia. Subject to the supervision of IFG and
review by the Company's board of directors, ICM is primarily responsible for
selecting and managing the investments of the Fund.

IFG, IDI and ICM are indirect wholly-owned subsidiaries of AMVESCAP PLC, a
publicly-traded holding company that, through its subsidiaries, engages in the
business of investment management on an international basis. AMVESCAP PLC has
approximately $192.2 billion in assets under management. IFG was established in
1932 and, as of December 31, 1997, managed 14 mutual funds, consisting of 47
separate portfolios, with combined assets of approximately $16.7 billion on
behalf of 848,106 shareholders. ICM currently manages in excess of $48 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.

The following persons serve as portfolio managers of the 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
^ A I M Advisor Funds Flex Fund since 1988; chairman (1997-present), 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; 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 ^ A
I M 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.

The Fund pays IFG a monthly advisory fee which is based upon a percentage
of the Fund's average net assets, determined daily. The advisory fee is computed
at the annual rates: 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 fiscal

<PAGE>

year ended December 31, 1997, the investment advisory fee paid by the Fund was
0.75% of the Fund's average net assets.

Out of the advisory fee received from each Fund, IFG pays the Fund's
sub-adviser a monthly subadvisory fee. No fee is paid by the Fund to its
sub-adviser. The sub-advisory fee for the Total Return Fund is computed at the
following annual rates: prior to January 1, 1998, 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; and effective January 1, 1998, 0.25% on the first $500 million of
the Fund's average net assets, 0.2167% on the next $500 million of the Fund's
average net assets, and 0.1833% on the Fund's average net assets in excess of $1
billion.

The Fund's expenses, which are accrued daily, are generally deducted from
its total income before dividends are paid. Total expenses of the Fund (prior to

<PAGE>

expense offset arrangements) for the fiscal year ended December 31, 1997,
including investment advisory fees (but excluding brokerage commissions, which
are a cost of acquiring securities), amounted to 0.92% of the Fund's average net
assets. Certain Fund expenses are absorbed voluntarily by IFG pursuant to a
commitment to the Company to limit the Fund's annual expenses to no more than
0.90% of the Fund's average net assets. This commitment may be changed following
consultation with the Company's board of directors. If such a voluntary expense
limit were not in effect, the total operating expenses, as a percentage of the
Fund's average net assets for the fiscal year ended December 31, 1997, would
have been 1.10%.

PURCHASES AND REDEMPTIONS

Investors may not purchase or redeem shares of the Fund 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 Fund. Shares of the
Fund are sold on a continuous basis to separate accounts of Participating
Insurance Companies by IDI, as the Fund's Distributor. No sales charge is
imposed upon the sale of shares of the Fund. Sales charges for the variable
annuity or variable life insurance contracts are described in the Separate
Account Prospectuses. IDI 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 Fund.

<PAGE>

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 represents fair value.

TAX STATUS, DIVIDENDS AND DISTRIBUTIONS

<PAGE>

distributions are requested on behalf of a separate account, at the net asset
value on the ex-distribution date.

PERFORMANCE INFORMATION

From time to time, the Fund's total return and/or yield may be included in
advertisements, sales literature, shareholder reports or Separate Account
Prospectuses. The Fund's total return and yield include the effect of deducting
the 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 Fund's 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 the 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 performance for the Fund for the fiscal year ended
December 31, 1997, was 22.91%.

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.

<PAGE>

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, Kiplinger'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
Fund in performance reports, will be drawn from the "Flexible Portfolio Funds"
grouping. In addition, the broad-based Lipper variable insurance product
groupings may be used for comparison to the Fund. 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

<PAGE>

APPENDIX
BOND RATINGS

The following is a description of S&P's and Moody's bond rating
categories:

S&P'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.

<PAGE>

Moody's Corporate Bond Ratings

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
^ July [_], 1998

INVESCO VARIABLE
INVESTMENT FUNDS, INC.

INVESCO VIF - Total Return Portfolio

INVESCO FUNDS

INVESCO Distributors, Inc.(sm)
Distributor
Post Office Box 173706
Denver, Colorado 80217-3706

1-800-525-8085
PAL(R): 1-800-424-8085.
http://www.invesco.com

In Denver, 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.

<PAGE>

Prospectus
^ July [_], 1998

INVESCO VARIABLE INVESTMENT FUNDS, INC.
INVESCO VIF - Utilities Portfolio

INVESCO Variable Investment Funds, Inc. (the "Company"), a Maryland
corporation, is an open-end management investment company that offers shares of
common stock of ten diversified investment portfolios (the "Funds"), including
the INVESCO VIF - Utilities Portfolio (the "Utilities Fund" or "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. If
other Funds are available under a Participating Insurance Company's contracts, a
prospectus describing them will be available from the Participating Insurance
Company.

The Utilities Fund seeks capital appreciation and income. The assets of
the Fund are invested primarily in equity securities of companies principally
engaged in business as public utilities.

<PAGE>

TABLE OF CONTENTS
Page

SUMMARY......................................................................210

FINANCIAL HIGHLIGHTS.........................................................212

INVESTMENT OBJECTIVES AND POLICIES...........................................214

RISK FACTORS.................................................................215

INVESTMENT RESTRICTIONS......................................................220

MANAGEMENT...................................................................220

PURCHASES AND REDEMPTIONS....................................................222

TAX STATUS, DIVIDENDS AND DISTRIBUTIONS......................................223

PERFORMANCE INFORMATION......................................................224

ADDITIONAL INFORMATION.......................................................225

APPENDIX.....................................................................228

<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 ten diversified investment portfolios ("Funds"), the INVESCO VIF -
Dynamics Portfolio, the INVESCO VIF - Growth Portfolio, the INVESCO VIF - Health
Sciences Portfolio, the INVESCO VIF - High Yield Portfolio, the INVESCO VIF -
Industrial Income Portfolio, the INVESCO VIF - Realty Portfolio, the INVESCO VIF
- - Small Company Growth Portfolio, the INVESCO VIF - Technology Portfolio, the
INVESCO VIF - Total Return 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 Fund seeks capital appreciation and income. These investment
objectives are fundamental and may be changed only by a vote of a majority of
the outstanding shares of the Fund. There is no assurance that the Fund will
achieve its investment objectives. Any investment policy of the 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.

The Fund seeks to attain its investment objectives 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. There is no guarantee that the Fund will achieve
its investment objective. A discussion of the Fund's investment objective and
policies is provided below under the caption "Investment Objectives and
Policies."

Various types of risks are involved with the Fund. The Fund may lend
portfolio securities and may enter into repurchase agreements with respect to
debt instruments eligible for investment by the Fund. The Fund may invest up to
15% of its net assets in illiquid securities. The 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 Fund will be concentrated in a specific business sector. Compared to the
broad market, an individual sector may be more strongly affected by changes in

<PAGE>

the economic climate, broad market shifts, moves in a particular dominant stock,
or regulatory changes. The 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.
The Fund 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."

<PAGE>

FINANCIAL HIGHLIGHTS
(For a Fund Share Outstanding Throughout Each Period)

Period
Ended
Year Ended December 31 December 31
------------------------------------------ -----------
1997 1996 1995 1994+

Utilities Portfolio

PER SHARE DATA
Net Asset Value - Beginning of Period $11.95 $10.84 $10.00 $10.00
------------------------------------------ -----------
INCOME FROM INVESTMENT OPERATIONS
Net Investment Income 0.31 0.13 0.07 0.00
Net Gains on Securities
(Both Realized and Unrealized) 2.48 1.26 0.84 0.00
------------------------------------------ -----------
Total from Investment Operations 2.79 1.39 0.91 0.00
------------------------------------------ -----------
LESS DISTRIBUTIONS
Dividends from Net Investment Income 0.29 0.13 0.07 0.00
In Excess of Net Investment Income 0.00 0.01 0.00 0.00
Distributions from Capital Gains 0.05 0.14 0.00 0.00
------------------------------------------ -----------
Total Distributions 0.34 0.28 0.07 0.00
------------------------------------------ -----------

Net Asset Value - End of Period ^ $14.40 $11.95 $10.84 $10.00

========================================== ===========

<PAGE>

TOTAL RETURN> 23.41% 12.76% 9.08% 0.00%

RATIOS
Net Assets - End of Period

($000 Omitted) ^ $4,588 $2,660 $290 $25
Ratio of Expenses to Average Net Assets# 0.99%@ 1.16%@ 1.80%@ 0.00%
Ratio of Net Investment Income to
Average Net Assets# 2.92% 2.92% 2.47% 0.00%
Portfolio Turnover Rate 33% 48% 24% 0%
Average Commission Rate Paid^^ ^ $0.1564 $0.1055 - -

</TABLE>

+ 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, 1997, 1996, and 1995. If such expenses had not been
voluntarily absorbed, ratio of expenses to average net assets would have been
2.07%, 5.36% and 57.13%, respectively, and ratio of net investment income to
average net assets would have been 1.84%, (1.28%) and (52.86%), respectively.

@ Ratio is based on Total Expenses of the Fund, less Expenses Absorbed by
Investment Adviser, which is before any expense offset arrangements.

<PAGE>

INVESTMENT OBJECTIVES AND POLICIES

The Fund seeks capital appreciation and income. ^ These investment ^
objectives, as described below, ^ are fundamental and may be changed only by
vote of a majority of the outstanding shares of that Fund. There is no assurance
that the Fund will achieve its investment ^ objectives. Any investment policy of
the 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 IFG
believes market or economic conditions are unfavorable, the Fund 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.

The assets of the 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 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 IFG, 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 Fund may invest in equity securities of the company only if IFG
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 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 IFG 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 S&P or P-2 or higher by
Moody's, and repurchase agreements with banks and securities dealers. The equity

<PAGE>

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

To limit exposure to credit risks, the Fund, as a matter of fundamental
policy, will be diversified. With respect to 75% of the Fund's total assets, no
more than 5% of the Fund's total assets will be invested in the securities of
any one issuer. This percentage limitation applies 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 the
Fund. The credit risk exposure of the Fund may be increased by its policy of
concentrating investments in specific business sectors. See "Risk Factors --
Concentration."

<PAGE>

Year 2000 Computer Issue. Due to the fact that many computer systems in use
today cannot recognize the year 2000, but will, unless corrected, revert to 1900
or 1980 or cease to function at that time, the markets for securities in which
the Fund invests may be detrimentally affected by computer failures throughout
the financial services industry beginning January 1, 2000. Improperly
functioning trading systems may result in settlement problems and liquidity
issues. In addition, corporate and governmental data processing errors may
result in production issues for individual companies and overall economic
uncertainties. Earnings of individual issuers will be affected by remediation
costs, which may be substantial. The Fund's investments may be adversely
affected.

Lending securities involves certain risks, the most significant of which
is the risk that a borrower may fail to return a portfolio security. IFG
monitors the creditworthiness of borrowers in order to minimize such risks. The
Fund will not lend any security if, as a result of that loan, the aggregate
value of securities then on loan would exceed 33-1/3% of the Fund's total assets
(taken at market value).

<PAGE>

Portfolio Turnover. There are no fixed limitations regarding portfolio
turnover for the Fund. Although the Fund does not trade for short-term profits,
securities may be sold without regard to the time they have been held in the
Fund when, in the opinion of IFG, market considerations warrant such action.
Therefore, the portfolio turnover rate of the Fund may be higher than those of
other investment companies with comparable investment objectives. Increased
portfolio turnover would cause the Fund to incur greater brokerage costs than
would otherwise be the case. The actual portfolio turnover rate for the Fund is
set forth under "Financial Highlights." 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.

<PAGE>

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.

<PAGE>

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 Fund's limitation on investing in illiquid
securities, discussed above. For additional information regarding forward
contracts, see "Investment Policies" in the Statement of Additional Information.

<PAGE>

security, at the strike price, at any time prior to the expiration date, should
the buyer choose to exercise the option. A call option contract grants the
purchaser the right to buy the underlying future or security, at the strike
price, before the expiration date. A put option contract grants the purchaser
the right to sell the underlying future or security, at the strike price, before
the expiration date. 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 or security changes sufficiently, the
option may expire without value to the Fund.

The Fund may buy and sell interest rate futures contracts relating to U.S.
government securities for the purpose of hedging the value of its securities
portfolio.

INVESTMENT RESTRICTIONS

The 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. A list of the Fund's fundamental investment restrictions and
a list of additional, non-fundamental investment restrictions of the Fund (which
can be changed by the Company's board of directors without shareholder approval)
are contained in the Statement of Additional Information.

MANAGEMENT

Under a Distribution Agreement effective September 30, 1997, INVESCO
Distributors, Inc. ("IDI") provides services relating to the distribution and

<PAGE>

sales of the Fund's shares. IDI, established in 1997, is a registered
broker-dealer that acts as distributor for all retail funds advised by IFG.
Prior to September 30, 1997, IFG served as the Fund's distributor.

The Fund is managed by members of INVESCO's Sector Team, which is headed by
Daniel B. Leonard. The following individual is primarily responsible for the
day-to-day management of the Fund's holdings:

Brian B. Hayward, a Chartered Financial Analyst, has been the portfolio
manager of the Fund since July 1997. Mr. Hayward also manages INVESCO Strategic
Utilities Portfolio and INVESCO Worldwide Communications Fund. Mr. Hayward began
his investment career in 1985 and was most recently the senior equity analyst
with Mississippi Valley Advisors in St. Louis, Missouri. Mr. Hayward received an
M.A. in Economics and a B.A. in Mathematics from the University of Missouri.

The Fund pays IFG a monthly advisory fee which is based upon a percentage
of the Fund's average net assets, determined daily. The advisory fee is computed
at the following annual rates: 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 year ended December 31, 1997, the investment advisory fee paid by the
Fund was 0.60% of the Fund's average net assets.

<PAGE>

July [_], 1998, the Funds reimburse IFG for its costs in providing, or assuring
that Participating Insurance Companies provide, these services in an amount up
to $10,000 per year per Fund (the "Base Fee"), plus 0.015% of the net assets of
each Fund as of [_____], 1998, plus 0.265% of the new assets (new sales of
shares, exchanges into the Funds and reinvestment of dividends and capital gains
distributions) of each Fund on or after July [_], 1998 (the "Incremental Fees").
IFG may pay all or a portion of the Base Fee and the Incremental Fees to other
companies that assist in providing the services. IFG also is paid a fee by the
Company for providing transfer agent services. See ^ "Additional Information.^"

The Fund's expenses, which are accrued daily, are generally deducted from
its total income before dividends are paid. Total expenses of the Fund (prior to
expense offset arrangements) for the fiscal year ended December 31, 1997,
including investment advisory fees (but excluding brokerage commissions, which
are a cost of acquiring securities), amounted to 0.99%. Certain Fund expenses
are absorbed voluntarily by IFG pursuant to a commitment to the Company to limit
the Fund's annual expenses to no more than 0.90% of the Fund's average net
assets. This commitment may be changed following consultation with the Company's
board of directors. If such a voluntary expense limit were not in effect, the
total operating expenses, as a percentage of the Fund's average net assets for
the fiscal year ended December 31, 1997, would have been 2.07%.

PURCHASES AND REDEMPTIONS

<PAGE>

among investment alternatives, including the Fund. Shares of the Fund are sold
on a continuous basis to separate accounts of Participating Insurance Companies
by IDI, as the Fund's Distributor. No sales charge is imposed upon the sale of
shares of the Fund. Sales charges for the variable annuity or variable life
insurance contracts are described in the Separate Account Prospectuses. IDI 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 Fund.

TAX STATUS, DIVIDENDS AND DISTRIBUTIONS

<PAGE>

such distributions are subject to federal income tax if they are retained as
part of contract reserves.

PERFORMANCE INFORMATION

From time to time, the Fund's total return and/or yield may be included in
advertisements, sales literature, shareholder reports or Separate Account
Prospectuses. The Fund's total return and yield include the effect of deducting
the 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 Fund's 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 the 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.

<PAGE>

period. "Total return" quotations reflect the performance of the Fund and
include the effect of capital changes.

The total return performance for the Fund for the fiscal year ended
December 31, 1997, was 23.41%.

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 addition, rankings, ratings, and comparisons of investment performance
and/or assessments of the quality of shareholder service appearing in
publications such as Money, Forbes, Kiplinger'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
Fund in performance reports, will be drawn from the "Utility Funds" grouping. In
addition, the broad-based Lipper variable insurance product groupings may be
used for comparison to the Fund. 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

<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.

<PAGE>

OFFERING MADE BY THIS PROSPECTUS AND, IF GIVEN OR MADE, SUCH INFORMATION OR
REPRESENTATIONS 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 S&P's and Moody's bond rating
categories:

S&P'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.

<PAGE>

Moody's Corporate Bond Ratings

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
^ July [_], 1998

INVESCO VARIABLE
INVESTMENT FUNDS, INC.

INVESCO VIF - Utilities Portfolio

INVESCO FUNDS

INVESCO Distributors, Inc.(sm)
Distributor
Post Office Box 173706
Denver, Colorado 80217-3706

1-800-525-8085
PAL(R): 1-800-424-8085.
http://www.invesco.com

In Denver, 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.

<PAGE>

STATEMENT OF ADDITIONAL INFORMATION
^ July [_], 1998

INVESCO VARIABLE INVESTMENT FUNDS, INC.

Address: Mailing Address:
7800 E. Union Avenue Post Office Box 173706
Denver, Colorado 80237 Denver, Colorado 80217-3706

Telephone:
In continental U.S., 1-800-525-8085
- --------------------------------------------------------------------------------

INVESCO Variable Investment Funds, Inc. (the "Company") was incorporated
under the laws of Maryland on August 19, 1993. The Company is an open-end
management investment company which offers shares of ten diversified investment
portfolios (the "Funds"): the INVESCO VIF Dynamics Fund (the "Dynamics Fund"),
the INVESCO VIF - INVESCO Growth Fund (the "Growth Fund"), the INVESCO VIF -
Health Sciences Fund (the "Health Sciences Fund"), the INVESCO VIF - High Yield
Fund (the "High Yield Fund"), the INVESCO VIF - Industrial Income Fund (the
"Industrial Income Fund"), the INVESCO VIF - Realty Fund (the "Realty Fund"),
the INVESCO VIF - Small Company Growth Fund (the "Small Company Growth Fund"),
the INVESCO VIF - Technology Fund (the "Technology Fund"), the INVESCO VIF -
Total Return Fund (the "Total Return Fund") and the INVESCO VIF - Utilities Fund
(the "Utilities Fund"). Additional Funds may be offered in the future. 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:

Dynamics Fund:
to seek appreciation of capital through aggressive investment
policies. The Dynamics Fund invests primarily in common stocks of
U.S. companies traded on national securities exchanges and
over-the-counter.

Growth Fund:
to seek long-term capital growth. The Fund also seeks, as a secondary
objective, to obtain investment income through the purchase of securities
of carefully selected companies representing major fields of business and
industrial activity. In pursuing its objectives, the Fund invests
primarily in common stocks, but may also invest in other kinds of
securities, including convertible and straight issues of debentures and
preferred stock.

<PAGE>

Health Sciences Fund:
to seek capital appreciation. The Health Sciences Fund normally invests at
least 80% of its total assets in equity securities of companies which
develop, produce, or distribute products or services related to health
care.

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. 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.

Industrial Income Fund:
to seek the best possible current income while following sound investment
practices. Capital growth potential is an additional, but secondary,
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 other
income-producing securities, such as corporate bonds. The Fund also has
the flexibility to invest in other types of securities.

Realty Fund:
to seek to provide long-term capital growth. Above average current income
is an additional consideration in selecting securities for the Fund's
investment portfolio. The Realty Fund normally invests at least 65% of its
total assets in publicly-traded stocks of companies principally engaged in
the real estate industry. The remaining assets are invested in other
income-producing securities such as corporate bonds.

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."

Technology Fund:
to seek capital appreciation. The Technology Fund normally invests at
least 80% of its total assets in equity securities of companies in
technology-related industries such as computers, communications, video,
electronics, oceanography, office and factory automation, and robotics.

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>

Utilities Fund:
to seek capital appreciation and income through investments primarily in
equity securities of companies principally engaged in the public utilities
business.

Separate prospectuses for each of the Funds dated July [_], 1998 (the
"Prospectuses"), which provide the basic information a variable annuity or
variable life insurance contract owner should know about the Company and each
Fund before allocating variable annuity or variable life insurance contract
values to one or more of the Funds, may be obtained without charge from INVESCO
Distributors, Inc., Post Office Box 173706, Denver, Colorado 80217-3706 or by
contacting a Participating Insurance Company. This Statement of Additional
Information is not a prospectus, but contains information in addition to and
more detailed than that set forth in the Prospectuses. It is intended to provide
additional information regarding the activities and operations of the Funds and
should be read in conjunction with the appropriate Prospectus and with the
prospectus and statement of additional information for the applicable variable
annuity or variable life insurance contract.

Investment Adviser: INVESCO Funds Group, Inc.
Investment Distributor: INVESCO Distributors, Inc.

<PAGE>

TABLE OF CONTENTS

Page

INVESTMENT POLICIES..........................................................235

INVESTMENT RESTRICTIONS......................................................240

FUND MANAGEMENT..............................................................244

HOW SHARES ARE VALUED........................................................259

PERFORMANCE..................................................................260

PORTFOLIO TURNOVER...........................................................263

PORTFOLIO BROKERAGE..........................................................264

REDEMPTIONS..................................................................265

ADDITIONAL INFORMATION.......................................................266

APPENDIX A...................................................................270

<PAGE>

INVESTMENT POLICIES

Reference is made to the Prospectuses for a discussion of the investment
objectives and policies of the Funds. In addition, set forth below is further
information relating to the Funds. Portfolio management is provided to all
Funds, except the Total Return and Realty Funds by their adviser, INVESCO Funds
Group, Inc. ("IFG") and to the Total Return and Realty Funds by their
sub-advisers, INVESCO Capital Management, Inc.
("ICM") and INVESCO Realty Advisors, Inc. (IRAI").

With respect to all Funds, except the Total Return and Realty Funds, "Fund
Management" refers to IFG. With respect to the Total Return Fund, "Fund
Management" refers collectively to IFG and ICM. With respect to the Realty Fund,
"Fund Management" refers collectively to IFG and IRAI.

Loans of Portfolio Securities

As described in the Prospectuses, each Fund may lend its portfolio
securities to brokers, dealers, and other financial institutions, provided that
such loans are callable at any time by the Funds and are at all times secured by
collateral consisting of cash, irrevocable letters of credit, or securities
issued or guaranteed by the U.S. government or its agencies or any combination
thereof, equal to at least the market value, determined daily, of the loaned
securities. The advantage of such loans is that the Funds continue to earn
income on the loaned securities, while at the same time receiving interest from
the borrower of the securities. Loans will be made only to firms deemed by Fund
Management (under procedures established by the Company's board of directors) to
be creditworthy, and when the amount of interest to be received justifies the
inherent risks. A loan may be terminated by the borrower on one business day's
notice, or by the Fund at any time. If at any time the borrower fails to
maintain the required amount of collateral (at least 100% of the market value of
the borrowed securities, plus accrued interest and dividends), the Fund will
require the deposit of additional collateral not later than the business day
following the day on which a collateral deficiency occurs or the collateral
appears inadequate. If the deficiency is not remedied by the end of that period,
the Fund will use the collateral to replace the securities while holding the
borrower liable for any excess of replacement cost over collateral. Upon
termination of the loan, the borrower is required to return the securities to
the Fund. Any gain or loss on the security during the loan period would inure to
the Fund.

While voting rights may pass with the loaned securities, if a material
event (e.g., proposed merger, sale of assets, or liquidation) is to occur
affecting an investment on loan, the loan must be called and the securities
voted. Loans of securities made by the Fund will comply with all other
applicable regulatory requirements, including the requirements of the Investment
Company Act of 1940, as amended (the "1940 Act"), and rules thereunder.

Futures, Options on Futures and Options on Securities

As discussed in the Prospectuses, the Funds may enter into futures
contracts, and purchase and sell ("write") options to buy or sell futures

<PAGE>

contracts and other securities. These instruments are sometimes referred to as
"derivatives." The Funds will comply with and adhere to all limitations in the
manner and extent to which they effect transactions in futures and options on
such futures currently imposed by the rules and policy guidelines of the
Commodity Futures Trading Commission (the "CFTC") as conditions for exemption of
a mutual fund, or investment advisers thereto, from registration as a commodity
pool operator. A Fund will not, as to any positions, whether long, short or a
combination thereof, enter into futures and options thereon for which the
aggregate initial margins and premiums exceed 5% of the fair market value of the
Fund's total assets after taking into account unrealized profits and losses on
options it has entered into. In the case of an option that is "in-the-money," as
defined in the Commodities Exchange Act (the "CEA"), the in-the-money amount may
be excluded in computing such 5%. (In general a call option on a future is
"in-the-money" if the value of the future exceeds the exercise ("strike") price
of the call; a put option on a future is "in-the-money" if the value of the
future which is the subject of the put is exceeded by the strike price of the
put.) The Funds may use futures and options thereon solely for bona fide hedging
or for other non-speculative purposes within the meaning and intent of the
applicable provisions of the CEA.

Unlike when a Fund purchases or sells a security, no price is paid or
received by a Fund upon the purchase or sale of a futures contract. Instead, the
Fund will be required to deposit an amount of cash or qualifying securities
(currently U.S. Treasury bills). This is called "initial margin." Such initial
margin is in the nature of a performance bond or good faith deposit on the
contract. However, since losses on open contracts are required to be reflected
in cash in the form of variation margin payments, the Fund may be required to
make additional payments during the term of the contracts to its broker. Such
payments would be required, for example, where, during the term of an interest
rate futures contract purchased by the Fund, there was a general increase in
interest rates, thereby making the Fund's futures position less valuable. In all
instances involving the purchase of financial futures contracts by a Fund, an
amount of cash and other liquid assets at least equal to the contract price of
the futures contracts, will be deposited in a segregated account with the Funds'
custodian to collateralize the position. At any time prior to the expiration of
a futures contract, the Fund may elect to close its position by taking an
opposite position which will operate to terminate the Fund's position in the
futures contract. For a more complete discussion of the risks involved in
interest rate futures and options on interest rate futures and other debt
securities, refer to Appendix A ("Description of Futures and Options
Contracts").

Where futures are purchased to hedge against a possible increase in the
price of a security before a Fund is able in an orderly fashion to invest in the
security, it is possible that the market may decline instead. If the Fund, as a
result, concluded not to make the planned investment at that time because of
concern as to possible further market decline or for other reasons, the Fund
would realize a loss on the futures contract that is not offset by a reduction
in the price of securities purchased.

In addition to the possibility that there may be an imperfect correlation
or no correlation at all between movements in the futures and the portion of the

<PAGE>

portfolio being hedged, the price of futures may not correlate perfectly with
movements in interest rates or exchange rates due to certain market distortions.
All participants in the futures market are subject to margin deposit and
maintenance requirements. Rather than meeting additional margin deposit
requirements, investors may close futures contracts through offsetting
transactions which could distort the normal relationship between interest rates
or exchange rates and the value of a future. Moreover, the deposit requirements
in the futures market are less onerous than margin requirements in the
securities market and may therefore cause increased participation by speculators
in the futures market. Such increased participation also may cause temporary
price distortions. Due to the possibility of price distortion in the futures
market and because of the imperfect correlation between movements in interest
rates or exchange rates and movements in the prices of futures contracts, the
value of futures contracts as a hedging device may be reduced.

In addition, if a Fund has insufficient available cash, it may at times
have to sell securities to meet variation margin requirements. Such sales may
have to be effected at a time when it may be disadvantageous to do so.

Options on Futures Contracts

The Funds may buy and write options on futures contracts for hedging
purposes. The purchase of a call option on a futures contract is similar in some
respects to the purchase of a call option on an individual security. Depending
on the pricing of the option compared to either the price of the futures
contract upon which it is based or the price of the underlying instrument,
ownership of the option may or may not be less risky than ownership of the
futures contract or the underlying instrument. As with the purchase of futures
contracts, when a Fund is not fully invested it may buy a call option on a
futures contract to hedge against a market advance.

The writing of a call option on a futures contract constitutes a partial
hedge against declining prices of the security or foreign currency which is
deliverable under, or the index comprising, the futures contract. If the futures
price at the expiration of the option is below the exercise price, a Fund will
retain the full amount of the option premium, which provides a partial hedge
against any decline that may have occurred in the Fund's portfolio holdings. The
writing of a put option on a futures contract constitutes a partial hedge
against increasing prices of the security or foreign currency which is
deliverable under, or of the index comprising, the futures contract. If the
futures price at expiration of the option is higher than the exercise price, the
Fund will retain the full amount of the option premium which provides a partial
hedge against any increase in the price of securities which the Fund is
considering buying. If a call or put option the Fund has written is exercised,
the Fund will incur a loss which will be reduced by the amount of the premium it
received. Depending on the degree of correlation between change in the value of
its portfolio securities and changes in the value of the futures positions, the
Fund's losses from existing options on futures may to some extent be reduced or
increased by changes in the value of portfolio securities.

<PAGE>

The purchase of a put option on a futures contract is similar in some
respects to the purchase of protective put options on portfolio securities. For
example, a Fund may buy a put option on a futures contract to hedge the Fund's
portfolio against the risk of falling prices.

The amount of risk a Fund assumes when it buys an option on a futures
contract is the premium paid for the option plus related transaction costs. In
addition to the correlation risks discussed above, the purchase of an option
also entails the risk that changes in the value of the underlying futures
contract will not be fully reflected in the value of the options bought.

Forward Foreign Currency Contracts

The Funds may enter into forward foreign currency contracts ("forward
contracts") to purchase or sell foreign currencies (i.e., non-U.S. currencies)
as a hedge against possible variations in foreign exchange rates. These
instruments are sometimes referred to as "derivatives." A forward contract is an
agreement between the contracting parties to exchange an amount of currency at
some future time at an agreed upon rate. The rate can be higher or lower than
the spot rate between the currencies that are the subject of the contract. A
forward contract generally has no deposit requirement, and such transactions do
not involve commissions. By entering into a forward contract for the purchase or
sale of the amount of foreign currency invested in a foreign security
transaction, a Fund can hedge against possible variations in the value of the
dollar versus the subject currency either between the date the foreign security
is purchased or sold and the date on which payment is made or received or during
the time the Fund holds the foreign security. 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. The Funds
will not speculate in forward contracts. 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 non-U.S. portfolio positions and will enter into such transactions 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. Forward contracts
may from time to time be considered illiquid, in which case they would be
subject to a Fund's limitation on investing in illiquid securities, discussed in
the Prospectuses.

Restricted/144A Securities

In recent years, a large institutional market has developed for certain
securities that are not registered under the Securities Act of 1933, as amended
(the "1933 Act"). Institutional investors generally will not seek to sell these
instruments to the general public, but instead will often depend on an efficient
institutional market in which such unregistered securities can readily be resold
or on an issuer's ability to honor a demand for repayment. Therefore, the fact
that there are contractual or legal restrictions on resale to the general public
or certain institutions is not dispositive of the liquidity of such investments.

<PAGE>

Rule 144A under the 1933 Act establishes a "safe harbor" from the
registration requirements of the 1933 Act for resales of certain securities to
qualified institutional buyers. Institutional markets for restricted securities
that might develop as a result of Rule 144A could provide both readily
ascertainable values for restricted securities and the ability to liquidate an
investment in order to satisfy share redemption orders. An insufficient number
of qualified institutional buyers interested in purchasing Rule 144A-eligible
securities held by a Fund, however, could affect adversely the marketability of
such portfolio securities and the Fund might be unable to dispose of such
securities promptly or at reasonable prices.

When-Issued and Delayed Delivery Securities

The Funds may purchase and sell securities on a when-issued or delayed
delivery basis. When-issued or delayed delivery transactions arise when
securities (normally, debt obligations of issuers eligible for investment by the
Funds) are purchased or sold by a Fund with payment and delivery taking place in
the future in order to secure what is considered to be an advantageous price and
yield. However, the yield on a comparable security available when delivery takes
place may vary from the yield on the security at the time that the when-issued
or delayed delivery transaction was entered into. When a Fund engages in
when-issued and delayed delivery transactions, it relies on the seller or buyer,
as the case may be, to consummate the sale. Failure to do so may result in the
Fund missing the opportunity of obtaining a price or yield considered to be
advantageous. When-issued and delayed delivery transactions may generally be
expected to settle within one month from the date the transactions are entered
into, but in no event later than 90 days. However, no payment or delivery is
made by the Fund until it receives delivery or payment from the other party to
the transaction.

To the extent that a Fund remains substantially fully invested at the same
time that it has purchased when-issued securities, as it would normally expect
to do, there may be greater fluctuations in its net assets than if the Fund set
aside cash to satisfy its purchase commitments.

When a Fund purchases securities on a when-issued basis, it will maintain
in a segregated account cash or liquid securities having an aggregate value
equal to the amount of such purchase commitments, until payment is made. If
necessary, additional assets will be placed in the account daily so that the
value of the account will equal or exceed the amount of the Fund's purchase
commitments.

U.S. Government Obligations

Each Fund may, from time to time, purchase U.S. government obligations.
These securities consist of treasury bills, treasury notes, and treasury bonds,
which differ only in their interest rates, maturities, and dates of issuance.
Treasury bills have a maturity of one year or less. Treasury notes generally
have a maturity of one to ten years, and treasury bonds generally have

<PAGE>

maturities of more than ten years. U.S. government obligations also include
securities issued or guaranteed by agencies or instrumentalities of the U.S.
government.

Some obligations of United States government agencies, which are
established under the authority of an act of Congress, such as Government
National Mortgage Association ("GNMA") participation certificates, are supported
by the full faith and credit of the United States Treasury. GNMA certificates
are mortgage-backed securities representing part ownership of a pool of mortgage
loans. These loans -- issued by lenders such as mortgage bankers, commercial
banks and savings and loan associations -- are either insured by the Federal
Housing Administration or guaranteed by the Veterans Administration. A "pool" or
group of such mortgages is assembled and, after being approved by GNMA, is
offered to investors through securities dealers. Once approved by GNMA, the
timely payment of interest and principal on each mortgage is guaranteed by GNMA
and backed by the full faith and credit of the United States government. The
market value of GNMA certificates is not guaranteed. GNMA certificates differ
from bonds in that principal is paid back monthly by the borrower over the term
of the loan rather than returned in a lump sum at maturity. GNMA certificates
are called "pass-through" securities because both interest and principal
payments (including prepayments) are passed through to the holder of the
certificate. Upon receipt, principal payments will be used by each Fund to
purchase additional securities under its investment objective and investment
policies.

Other United States government obligations, such as securities of the
Federal Home Loan Banks, are supported by the right of the issuer to borrow from
the Treasury to repay its obligations. Still others, such as bonds issued by the
Federal National Mortgage Association ("Fannie Mae"), a federally chartered
private corporation, are supported only by the credit of the instrumentality.

INVESTMENT RESTRICTIONS

As described in the Prospectuses, the Funds operate under certain
investment restrictions. The following restrictions are fundamental and may not
be changed with respect to a particular Fund without the prior approval of the
holders of a majority of the outstanding voting securities of that Fund, as
defined in the 1940 Act. For purposes of the following investment restrictions,
all percentage limitations apply immediately after a purchase or initial
investment. Any subsequent change in a particular percentage resulting from
fluctuations in value does not require elimination of any security from a Fund.

Each Fund may not:

1. With respect to seventy-five percent (75%) of its total assets,
purchase the securities of any one issuer (except cash items and
"government securities" as defined under the 1940 Act), if the
purchase would cause the Fund to have more than 5% of the value of
its total assets invested in the securities of such issuer or to own
more than 10% of the outstanding voting securities of such issuer;

2. Borrow money, except that the Fund may borrow money for
temporary or emergency purposes (not for leveraging or

<PAGE>

investment) and may enter into reverse repurchase agreements in an
aggregate amount not exceeding 33 1/3% of the value of its total
assets (including the amount borrowed) less liabilities (other than
borrowings). Any borrowings that come to exceed 33 1/3% of the value
of the Fund's total assets by reason of a decline in net assets will
be reduced within three business days to the extent necessary to
comply with the 33 1/3% limitation. This restriction shall not
prohibit deposits of assets to margin or guarantee positions in
futures, options, swaps or forward contracts, or the segregation of
assets in connection with such contracts.

3. Invest more than 25% of the value of its total assets in any
particular industry (other than government securities), except
that: (i) the Utilities Fund may invest more than 25% of the
value of its total assets in public utilities industries; (ii)
the Health Sciences Fund may invest more than 25% of the value
of its total assets in one or more industries relating to
health care; ^(iii) the Technology Fund may invest more than
25% of the value of its total assets in the technology
industry; and (iv) the Realty Fund may invest more than 25% of
the value of its total assets in the real estate industry.

4. Invest directly in real estate or interests in real estate; however,
the Fund may own debt or equity securities issued by companies
engaged in those businesses. This restriction shall not prohibit the
Realty Fund from directly holding real estate if such real estate is
acquired by that Fund as a result of a default on debt securities
held by that Fund.

5. Purchase or sell physical commodities other than foreign currencies
unless acquired as a result of ownership of securities (but this
shall not prevent the Fund from purchasing or selling options,
futures, swaps and forward contracts or from investing in securities
or other instruments backed by physical commodities).

6. Lend any security or make any other loan if, as a result, more than
33 1/3% of its total assets would be lent to other parties (but this
limitation does not apply to purchases of commercial paper, debt
securities or to repurchase agreements.)

7. Act as an underwriter of securities issued by others, except to the
extent that it may be deemed an underwriter in connection with the
disposition of portfolio securities of the Fund.

Each Fund may, notwithstanding any other investment policy or limitation
(whether or not fundamental), invest all of its assets in the securities of a
single open-end management investment company with substantially the same
fundamental investment objectives, policies and limitations as the Fund.

Furthermore, the board of directors has adopted additional investment
restrictions for each Fund. These restrictions are operating policies of each

<PAGE>

Fund and may be changed by the board of directors without shareholder approval.
The additional investment restrictions adopted by the board of directors to date
include the following:

(a) The Fund's investments in warrants, valued at the lower of cost or
market, may not exceed 5% of the value of its net assets. Included
within that amount, but not to exceed 2% of the value of the Fund's
net assets, may be warrants that are not listed on the New York or
American Stock Exchanges. Warrants acquired by the Fund in units or
attached to securities shall be deemed to be without value.

(b) The Fund will not (i) enter into any futures contracts or
options on futures contracts if immediately thereafter the
aggregate margin deposits on all outstanding futures contracts
positions held by the Fund and premiums paid on outstanding
options on futures contracts, after taking into account
unrealized profits and losses, would exceed 5% of the market
value of the total assets of the Fund, or (ii) enter into any
futures contracts if the aggregate net amount of the Fund's
commitments under outstanding futures contracts positions of
the Fund would exceed the market value of the total assets of
the Fund.

(c) The Fund does not currently intend to sell securities short, unless
it owns or has the right to obtain securities equivalent in kind and
amount to the securities sold short without the payment of any
additional consideration therefor, and provided that transactions in
options, swaps and forward futures contracts are not deemed to
constitute selling securities short.

(d) The Fund does not currently intend to purchase securities on margin,
except that the Fund may obtain such short-term credits as are
necessary for the clearance of transactions, and provided that
margin payments and other deposits in connection with transactions
in options, futures, swaps and forward contracts shall not be deemed
to constitute purchasing securities on margin.

(e) The Fund does not currently intend to (i) purchase securities
of closed end investment companies, except in the open market
where no commission except the ordinary broker's commission is
paid, or (ii) purchase or retain securities issued by other
open-end investment companies. Limitations (i) and (ii) do
not apply to money market funds or to securities received as
dividends, through offers of exchange, or as a result of a
reorganization, consolidation, or merger. If the Fund invests
in a money market fund, the Fund's investment adviser will
reduce its advisory fee by the amount of any investment
advisory and administrative services fees paid to the
investment manager of the money market fund.

(f) The Fund may not mortgage or pledge any securities owned or held by
the Fund in amounts that exceed, in the aggregate, 15% of the Fund's
net asset value, provided that this limitation does not apply to
reverse repurchase agreements or in the case of assets deposited to

<PAGE>

margin or guarantee positions in futures, options, swaps or
forward contracts or placed in a segregated account in
connection with such contracts.

(g) The Fund does not currently intend to purchase securities of
any issuer (other than U.S. government agencies and
instrumentalities or instruments guaranteed by an entity with
a record of more than three years' continuous operation,
including that of predecessors) with a record of less than
three years' continuous operation (including that of
predecessors) if such purchase would cause the Fund's
investments in all such issuers to exceed 5% of the Fund's
total assets taken at market value at the time of such
purchase.

(h) The Fund does not currently intend to invest directly in oil, gas,
or other mineral development or exploration programs or leases;
however, the Fund may own debt or equity securities of companies
engaged in those businesses.

(i) The Fund does not currently intend to purchase any security or
enter into a repurchase agreement if, as a result, more than
15% of its net assets would be invested in repurchase
agreements not entitling the holder to payment of principal
and interest within seven days and in securities that are
illiquid by virtue of legal or contractual restrictions on
resale or the absence of a readily available market. The
board of directors, or the Fund's investment adviser acting
pursuant to authority delegated by the board of directors, may
determine that a readily available market exists for
securities eligible for resale pursuant to Rule 144A under the
Securities Act of 1933, or any successor to such rule, and
therefore that such securities are not subject to the
foregoing limitation.

(j) The Fund may not invest in companies for the purpose of exercising
control or management, except to the extent that exercise by the
Fund of its rights under agreements related to portfolio securities
would be deemed to constitute such control.

In applying the industry concentration investment restriction (no. 3,
above) the Funds use an industry classification system based on a modified S&P
industry code classification schema which uses various sources to classify.

With respect to investment restriction (i) above, the board of directors
has delegated to Fund Management the authority to determine whether a liquid
market exists for securities eligible for resale pursuant to Rule 144A under the
1933 Act, or any successor to such rule and that such securities are not subject
to this restriction. Under guidelines established by the board of directors,
Fund Management will consider the following factors, among others, in making
this determination: (1) the unregistered nature of a Rule 144A security, (2) the
frequency of trades and quotes for the security; (3) the number of dealers
willing to purchase or sell the security and the number of other potential
purchasers; (4) dealer undertakings to make a market in the security; and (5)

<PAGE>

the nature of the security and the nature of marketplace trades (e.g., the time
needed to dispose of the security, the method of soliciting offers and the
mechanics of transfer).

In order to enable California investors to allocate variable annuity or
variable life insurance contract values to one or more of the Funds, the Company
has committed to comply with the following guidelines: (i) the borrowing limits
for any Fund are (a) 10% of net asset value when borrowing for any general
purpose and (b) 25% of net asset value when borrowing as a temporary measure to
facilitate redemptions (for purposes of this clause, the net asset value of a
Fund is the market value of all investments or assets owned less outstanding
liabilities of the Fund at the time that any new or additional borrowing is
undertaken); and (ii) if a Fund invests in foreign companies, the foreign
country diversification guidelines to be followed by the Fund are as follows:

(a) The Fund will be invested in a minimum of five different foreign
countries at all times. However, this minimum is reduced to four
when foreign country investments comprise less than 80% of the
Fund's net asset value, to three when less than 60% of such value,
to two when less than 40% and to one when less than 20%.

(b) Except as set forth in items (c) and (d) below, the Fund will have
no more than 20% of its net asset value invested in securities of
issuers located in any one country.

(c) The Fund may have an additional 15% of its net asset value
invested in securities of issuers located in any one of the
following countries: Australia, Canada, France, Japan, the
United Kingdom, or Germany.

(d) The Fund's investments in United States issuers are not subject to
the foreign country diversification guidelines.

State insurance laws and regulations may impose additional limitations on
lending securities and the use of options, futures and other derivative
instruments.

FUND MANAGEMENT

Investment Adviser

INVESCO Funds Group, Inc., a Delaware corporation ("IFG"), is employed as
the Company's investment adviser. IFG was established in 1932 and also serves as
an investment adviser to INVESCO Capital Appreciation Funds, Inc. (formerly,
INVESCO Dynamics Fund, 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., and INVESCO Value Trust.

<PAGE>

Investment Sub-Advisers

Prior to February 3, 1998, INVESCO Trust Company ("INVESCO Trust")
provided sub-advisory services to the Dynamics, Growth, Health Sciences, High
Yield, Industrial Income, Small Company Growth, Technology and Utilities Funds.
Effective February 3, 1998, INVESCO Trust no longer provides sub-advisory
services to those Funds and IFG provides such day-to-day portfolio management
services as the investment adviser to those Funds. This change in no way changes
the basis upon which investment advice is provided to the Funds, the cost of
those services to the Funds or the persons actually performing the investment
advisory and other services previously provided by INVESCO Trust.

Pursuant to agreements with IFG, INVESCO Capital Management, Inc. ("ICM")
serves as sub-adviser to the Total Return Fund and INVESCO Realty Advisors, Inc.
("IRAI") serves as the sub-adviser to the Realty Fund.

ICM and IRAI manage institutional investment portfolios, consisting
primarily of discretionary employee benefit plans for corporations and state and
local governments, and endowment funds. In addition, ICM serves as investment
adviser or sub-adviser to __ investment portfolios of __ investment companies
(including the Company) and IRAI serves as investment adviser or sub-adviser to
_____ investment portfolios of ____ investment companies (including the
Company). ICM is the sole shareholder of INVESCO Services, Inc., a registered
broker dealer.

Distributor

Effective September 30, 1997, INVESCO Distributors, Inc. ("IDI") became
the Funds' distributor. 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 Fund's distributor.

IFG, ICM, IRAI and IDI are indirect wholly-owned subsidiaries of AMVESCAP
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 part of a merger between a direct subsidiary of INVESCO PLC and A I M
Management Group Inc., that created one of the largest independent investment
management businesses in the world with approximately $192.2 billion in assets
under management. IFG, ICM and IRAI continue to operate under their existing
names. IFG was established in 1932 and, as of December 31, 1997 managed 14
mutual funds, consisting of 47 separate portfolios, with combined assets of
approximately $16.7 billion on behalf of 848,106 shareholders.

AMVESCAP PLC's other North American subsidiaries include the following:

--INVESCO Management & Research, Inc. of Boston, Massachusetts,
primarily manages pension and endowment accounts.

--PRIMCO Capital Management, Inc. of Louisville, Kentucky,
specializes in managing stable return investments, principally on behalf
of Section 401(k) retirement plans.

<PAGE>

--INVESCO Trust Company ("INVESCO Trust") of Denver, Colorado, provides
retirement account custodian and/or trust services for individual retirement
accounts (IRAs) and other retirement plan accounts. This includes services such
as recordkeeping, tax reporting and compliance. INVESCO Trust acts as trustee or
custodian to these plans. INVESCO Trust accepts contributions and provides,
through IFG, complete transfer agency functions (correspondence, subaccounting,
telephone communications and processing of distributions).

--A I M Advisors, Inc. of Houston, Texas provides investment
advisory and administrative services for retail and institutional mutual
funds.

--A I M Capital Management, Inc. of Houston, Texas provides investment
advisory services to individuals, corporations, pension plans and other private
investment advisory accounts and also serves as a sub-advisor to certain retail
and institutional mutual funds, one Canadian mutual fund and one portfolio of an
open-end registered investment company that is offered to separate accounts of
variable insurance companies.

--A I M Distributors, Inc. and Fund Management Company of Houston,
Texas are registered broker-dealers that act as the principal
underwriters for retail and institutional mutual funds.

The corporate headquarters of AMVESCAP PLC are located at 11 Devonshire
Square, London, EC2M 4YR, England.

As indicated in the Funds' Prospectuses, IFG permits investment and other
personnel to purchase and sell securities for their own accounts in accordance
with a compliance policy governing personal investing by directors, officers and
employees of IFG and its North American affiliates. The policy requires
officers, inside directors, investment and other personnel of IFG and its North
American affiliates to pre-clear all transactions in securities not otherwise
exempt under the policy. Requests for trading authority will be denied when,
among other reasons, the proposed personal transaction would be contrary to the
provisions of the policy or would be deemed to adversely affect any transaction
then known to be under consideration for or to have been effected on behalf of
any client account, including the Funds.

In addition to the pre-clearance requirement described above, the policy
subjects officers, inside directors, investment and other personnel of IFG and
its North American affiliates to various trading restrictions and reporting
obligations. All reportable transactions are reviewed for compliance with the
policy. The provisions of this policy are administered by and subject to
exceptions authorized by IFG, INVESCO Trust, IRAI and ICM.

Advisory Agreement

IFG serves as investment adviser pursuant to an investment advisory
agreement (the "Agreement") with the Company which was approved by the board of
directors on November 6, 1996, in each case by a vote cast in person by a
majority of the directors of the Company, including a majority of the directors
who are not "interested persons" of the Company, IFG, ICM or IRAI (the

<PAGE>

"Independent Directors") at a meeting called for such purpose. Shareholders of
the Industrial Income, Total Return, High Yield and Utilities Funds approved the
Agreement on January 31, 1997 for an initial term expiring February 28, 1999.
The initial shareholder of the Dynamics, Small Company Growth, Health Sciences
and Technology Funds approved the Agreement on January 31, 1997 for an initial
term expiring February 28, 1999; the initial shareholder of the Growth Fund
approved the Agreement on May 1, 1997, for an initial term expiring May 1, 1999;
and the initial shareholder of the Realty Fund approved the Agreement on
February 6, 1998, for an initial term expiring February 6, 2000. Thereafter, the
Agreement may be continued from year to year as to each Fund as long as each
such continuance is specifically approved at least annually by the board of
directors of the Company, or by a vote of the holders of a majority, as defined
in the 1940 Act, of the outstanding shares of the Fund. Any such continuance
also must be approved by vote of a majority of the Independent Directors, cast
in person at a meeting called for the purpose of voting on such continuance. The
Agreement may be terminated at any time without penalty by either party upon
sixty (60) days' written notice and terminates automatically in the event of an
assignment to the extent required by the 1940 Act and the rules thereunder.
Shareholder approval of any continuance of the Agreement, or of the sub-advisory
agreements discussed below, shall be effective with respect to any Fund if a
majority of the outstanding voting securities of the series of shares of that
Fund vote to approve the continuance, notwithstanding that the continuance may
not have been approved by a majority of the outstanding voting securities of (i)
any other Fund affected by the Agreement or (ii) all of the Funds.

The Agreement provides that IFG shall manage the investment portfo lios of
the Funds in conformity with each Fund's investment objectives and policies
(either directly or by delegation to a sub-adviser, which may be a party
affiliated with IFG). Further, IFG shall perform all administrative, internal
accounting (including computation of net asset value), clerical, statistical,
secretarial and all other services necessary or incidental to the administration
of the affairs of the Funds excluding, however, those services that are the
subject of separate agreement between the Company and IFG or any affiliate
thereof, including the distribution and sale of Fund shares and provision of
transfer agency, dividend disbursing agency, and registrar services, and
services furnished under an Administrative Services Agreement with IFG discussed
below. Services provided under the Agreement include, but are not limited to:
supplying the Company with officers, clerical staff and other employees, if any,
who are necessary in connection with the Funds' operations; furnishing office
space, facilities, equipment, and supplies; providing personnel and facilities
required to respond to inquiries related to shareholder accounts; conducting
periodic compliance reviews of the Funds' operations; preparation and review of
required documents, reports and filings by IFG's in-house legal and accounting
staff (including the Prospectuses, Statement of Additional Information, proxy
statements, shareholder reports, tax returns, reports to the SEC, and other
corporate documents of the Funds), except insofar as the assistance of
independent accountants or attorneys is necessary or desirable; supplying basic
telephone service and other utilities; and preparing and maintaining certain of
the books and records required to be prepared and maintained by the Funds under
the 1940 Act. Expenses not assumed by IFG are borne by the Funds.

<PAGE>

As full compensation for its advisory services to the Company, IFG
receives a monthly fee. The fee is based upon a percentage of each 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% of the
first $500 million of the Fund's average net assets; 0.65% of the next $500
million of the Fund's average net assets; and 0.55% of the Fund's average net
assets in excess of $1 billion. For the High Yield and Utilities Funds, the
advisory fees are each computed at the annual rates of 0.60% of the first $500
million of the Fund's average net assets, 0.55% of the next $500 million of the
Fund's average net assets and 0.45% of the Fund's average net assets in excess
of $1 billion. For the Small Company Growth, Health Sciences and Technology
Funds, the advisory fees are each computed at the 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 Dynamics Fund, the advisory fees are computed at
the annual rates of 0.60% on the first $350 million of the Fund's average net
assets; 0.55% on the next $350 million; and 0.50% on the Fund's average net
assets in excess of $700 million. For the Growth Fund, the advisory fees are
computed at the annual rate of 0.85% of the Fund's average net assets. For the
Realty Fund, the advisory fees are 1.10% of the Fund's average net assets up to
$500 million, 0.90% on the next $500 million, and 0.75% of the Fund's net assets
in excess of $1 billion.

Any amendment of the Agreement requires approval of a majority of the
Company's board of directors, including a majority of the Independent Directors,
by votes cast in person at a meeting called for such purpose and (other than
amendments that can become effective without shareholder approval under
applicable law) also requires approval of a majority of the outstanding voting
securities of any Fund affected by such amendment.

Sub-Advisory Agreements

Pursuant to sub-advisory agreements with IFG (the "Sub-Agreements"), ICM
serves as sub-adviser to the Total Return Fund and IRAI serves as sub-advisor to
the Realty Fund. The Sub-Agreement with ICM was initially approved by the board
of directors on November 6, 1996, and the Sub-Agreement with IRAI was initially
approved by the board of directors on February 6, 1998, in each case by a vote
cast in person by a majority of the Independent Directors at a meeting called
for such purpose. The initial shareholder of the Realty Fund approved the
Sub-Agreement with IRAI on February 6, 1998 for an initial term expiring
February 6, 2000. Thereafter, each Sub-Agreement may be continued from year to
year as to a particular Fund as long as each such continuance is specifically
approved at least annually by the board of directors of the Company, or by a
vote of the holders of a majority, as defined in the 1940 Act, of the
outstanding shares of that Fund. Each such continuance also must be approved by
a majority of the Independent Directors, cast in person at a meeting called for
the purpose of voting on such continuance. Each Sub-Agreement may be terminated
at any time without penalty by either party or the Company upon sixty (60) days'
written notice, and terminates automatically in the event of an assignment to
the extent required by the 1940 Act and the rules thereunder.

<PAGE>

The Sub-Agreements provide that, subject to the supervision of IFG, ICM
shall manage the investment portfolio of the Total Return Fund and IRAI shall
manage the investment portfolio of the Realty Fund, in conformity with the
respective Funds' investment objectives and policies. In each case, these
management services would include: (a) managing the investment and reinvestment
of all the assets, now or hereafter acquired, of the Fund, and executing all
purchases and sales of portfolio securities; (b) maintaining a continuous
investment program for the Fund, consistent with (i) the Fund's investment
objective and policies as set forth in the Company's Articles of Incorporation,
Bylaws, and Registration Statement, as from time to time amended, under the 1940
Act, and in any prospectus and/or statement of additional information of the
Company, as from time to time amended and in use under the 1933 Act, and (ii)
the Company's status as a regulated investment company under the Internal
Revenue Code of 1986, as amended; (c) determining what securities are to be
purchased or sold for the Fund, unless otherwise directed by the directors of
the Company or IFG, and executing transactions accordingly; (d) providing the
Fund the benefit of all of the investment analysis and research, the reviews of
current economic conditions and trends, and the consideration of long-range
investment policy now or hereafter generally available to investment advisory
customers of the Fund's sub-adviser; (e) determining what portion of the Fund
should be invested in the various types of securities authorized for purchase by
that Fund; and (f) making recommendations as to the manner in which voting
rights, rights to consent to Company action and any other rights pertaining to
the portfolio securities of the Fund shall be exercised.

Any amendment of a Sub-Agreement, in order to be applicable to a Fund,
requires approval of a majority of the Company's board of directors, including a
majority of the Independent Directors, by votes cast in person at a meeting
called for such purpose and (other than amendments that can become effective
without shareholder approval under applicable law) also requires approval of a
majority of the outstanding voting securities of that Fund.

The ICM Sub-Agreement provides that as compensation for its services, ICM
shall receive from IFG, at the end of each month, a fee based upon the average
daily value of the Total Return Fund's net assets at the following annual rates:
prior to January 1, 1998, 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; and
effective January 1, 1998, 0.25% on the first $500 million of the Fund's average
net assets, 0.2167% on the next $500 million of the Fund's average net assets,
and 0.1833% of the Fund's average net assets in excess of $1 billion.

The IRAI Sub-Agreement provides that as compensation for its services IRAI
shall receive from IFG, at the end of each month, a fee based upon the average
daily value of the Realty Fund's net assets at the following annual rates: 0.30%
on the first $500 million of the Fund's average net assets, 0.25% on the next
$500 million of the Fund's average net assets and 0.2167% on the Fund's average
net assets in excess of $1 billion.

<PAGE>

Each sub-advisory fee is paid by IFG, NOT the Total Return or Realty
Funds.

Administrative Services Agreement

IFG, either directly or through affiliated companies, provides certain
administrative, sub-accounting, and record keeping services to the Company
pursuant to an Administrative Services Agreement dated July [_], 1998 (the
"Administrative Agreement"). The Administrative Agreement was approved on
[_____], 1998, by all of the directors of the Company, including all of the
Independent Directors, by votes cast at a meeting called for such purpose. The
Administrative Agreement was for an initial term expiring July [_], 1999. The
Administrative Agreement may be continued from year to year thereafter as long
as each such continuance is specifically approved by the board of directors of
the Company, including a majority of the directors, cast in person at a meeting
called for the purpose of voting on such continuance. The Administrative
Agreement may be terminated at any time without penalty by IFG on sixty (60)
days' written notice, or by the Company upon thirty (30) days' written notice,
and terminates automatically in the event of an assignment unless the Company's
board of directors approves such assignment.

^ In addition, IFG provides, or assures that Participating Insurance
Companies will provide, certain other administrative services. Effective July
[_], 1998, the Funds reimburse IFG for its costs in providing, or assuring that
Participating Insurance Companies provide, these services in an amount up to
$10,000 per year per Fund, plus 0.015% of the net assets of each Fund as of
[_____], 1998, plus 0.265% of the new assets (new sales of shares, exchanges
into the Funds and reinvestment of dividends and capital gains distributions) of
each Fund on or after July [_], 1998.

<PAGE>

For the fiscal years ended December 31, 1997, 1996 and 1995, prior to the
voluntary absorption of certain Fund expenses by IFG, the Funds paid IFG
advisory fees and administrative services fees in the following amounts:
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C> <C>

Year Ended Year Ended Year Ended
December 31, 1997 December 31, 1996 December 31, 1995
----------------------- ----------------------- -----------------------
Adminis- Adminis- Adminis-
trative trative trative
Advisory Services Advisory Services Advisory Services
Fees Fees Fees Fees Fees Fees
-------- ---------- -------- ---------- -------- ----------

Industrial Income Fund $223,880 $14,478 $105,932 $12,119 $27,073 $10,541

Total Return Fund $126,159 $12,534 $77,890 $11,558 $24,649 $10,493

High Yield Fund $117,624 $12,941 $50,693 $11,267 $16,298 $10,407

Utilities Fund $19,549 $10,489 $5,716 $10,143 $467 $10,011

Dynamics Fund(2) $554 $10,014 $0 $0 $0 $0

Health Sciences Fund(1) $1,191 $10,024 $0 $0 $0 $0

Small Company Growth Fund(2) $684 $10,014 $0 $0 $0 $0

Technology Fund(1) $1,318 $10,026 $0 $0 $0 $0

Growth Fund(2) $781 $6,680 $0 $0 $0 $0

Realty Fund (3) $0 $0 $0 $0 $0 $0
</TABLE>

<PAGE>

(1) The Health Sciences and Technology Funds did not commence operations until
May 22, 1997.

(2) The Dynamics, Small Company Growth and Growth Funds did not commence
operations until August 27, 1997.

(3) The Realty Fund did not commence operations until February 9, 1998.

<PAGE>

Transfer Agency Agreement

IFG also performs transfer agent, dividend disbursing agent, and registrar
services for the Company pursuant to a Transfer Agency Agreement which was
approved by the board of directors of the Company, including a majority of the
Independent Directors, on November 6, 1996, for an initial term expiring
February 28, 1998 and has been extended by action of the board of directors
until May 15, 1998. The Transfer Agency Agreement may be continued thereafter
from year to year as to each Fund as long as such continuance is specifically
approved at least annually by the board of directors of the Company, or by a
vote of the holders of a majority of the outstanding shares of the Fund. Any
such continuance also must be approved by a majority of the Independent
Directors by votes cast in person at a meeting called for the purpose of voting
on such continuance. The Transfer Agency Agreement may be terminated at any time
without penalty by either party upon sixty (60) days' written notice and
terminates automatically in the event of assignment.

The Transfer Agency Agreement provides that the Company shall pay to IFG
an annual fee of $5,000 per Fund. This fee is paid monthly at a rate of 1/12 of
the annual fee.

Officers and Directors of the Company

The overall direction and supervision of the Company is the responsibility
of the board of directors, which has the primary duty of seeing that the
Company's general investment policies and programs are carried out and that the
Funds are properly administered. The officers of the Company, all of whom are
officers and employees of, and are paid by, IFG, are responsible for the
day-to-day administration of the Company and each of the Funds. IFG (along with
ICM in the case of the Total Return Fund and IRAI in the case of the Realty
Fund) has the primary responsibility for making investment decisions on behalf
of the Funds. These investment decisions are reviewed by the investment
committee of IFG.

All of the officers and directors of the Company hold comparable positions
with INVESCO Capital Appreciation Funds, Inc. (formerly, INVESCO Dynamics Fund),
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., and INVESCO Tax-Free Income Funds, Inc. All of the
directors of the Company also serve as trustees of INVESCO Value Trust. In
addition, all of the directors of the Company, with the exception of Mr. Hesser,
also are trustees of INVESCO Treasurer's Series Trust. All of the officers of
the Fund also hold comparable positions with INVESCO Value Trust. Set forth
below is information with respect to each of the Company's officers and
directors. Unless otherwise indicated, the address of the directors and officers
is Post Office Box 173706, Denver, Colorado 80217-3706. Their affiliations
represent their principal occupations during the past five years.

<PAGE>

CHARLES W. BRADY,*+ Chairman of the Board. Chief Executive Officer and
Director of AMVESCAP PLC, London, England, and of various subsidiaries thereof;
Chairman of the Board of INVESCO Treasurer's Series Trust. Address: 1315
Peachtree Street, NE, Atlanta, Georgia. Born: May 11, 1935.

FRED A. DEERING,+# Vice Chairman of the Board. Vice Chairman of INVESCO
Treasurer's Series Trust. Trustee of INVESCO Global Health Sciences Fund.
Formerly, Chairman of the Executive Committee and Chairman of the Board of
Security Life of Denver Insurance Company, Denver, Colorado; Director of ING
America Life Insurance Company, Urbaine Life Insurance Company and Midwestern
United Life Insurance Company. Address: Security Life Center, 1290 Broadway,
Denver, Colorado. Born: January 12, 1928.

DAN J. HESSER,+* President, CEO and Director. Chairman of the Board,
President, and Chief Executive Officer of INVESCO Funds Group, Inc. and INVESCO
Distributors, Inc.; President and Director of INVESCO Trust Company. President
and Chief Operating Officer of INVESCO Global Health Sciences Fund. Born:
December 27, 1939.

VICTOR L. ANDREWS,** Director. Professor Emeritus, Chairman Emeritus and
Chairman of the CFO Roundtable of the Department of Finance at Georgia State
University, Atlanta, Georgia; President, Andrews Financial Associates, Inc.
(consulting firm); since October 1984, Director of the Center for the Study of
Regulated Industry of Georgia State University; formerly, member of the
faculties of the Harvard Business School and the Sloan School of Management of
MIT. Dr. Andrews is also a director of the Southeastern Thrift and Bank Fund,
Inc. and The Sheffield Funds, Inc. Address: 4625 Jettridge Drive, Atlanta,
Georgia. Born: June 23, 1930.

BOB R. BAKER,+** Director. President and Chief Executive Officer of AMC
Cancer Research Center, Denver, Colorado, since January 1989; until mid-December
1988, Vice Chairman of the Board of First Columbia Financial Corporation (a
financial institution), Englewood, Colorado. Formerly, Chairman of the Board and
Chief Executive Officer of First Columbia Financial Corporation. Address: 1775
Sherman Street, #1000, Denver, Colorado. Born: August 7, 1936.

LAWRENCE H. BUDNER,# Director. Trust Consultant; prior to June 30, 1987,
Senior Vice President and Senior Trust Officer of InterFirst Bank, Dallas,
Texas. Address: 7608 Glen Albens Circle, Dallas, Texas. Born: July 25, 1930.

DANIEL D. CHABRIS,+# Director. Financial Consultant; Assistant Treasurer of
Colt Industries Inc., New York, New York, from 1966 to 1988. Address: 19
Kingsbridge Way, Madison, Connecticut. Born: August 1, 1923.

WENDY L. GRAMM, Ph.D.,** Director. Self-employed (since 1993); Professor of
Economics and Public Administration, University of Texas at Arlington. Formerly,
Chairman, Commodity Futures Trading Commission from 1988 to 1993, administrator
for Information and Regulatory Affairs at the Office of Management and Budget

<PAGE>

from 1985 to 1988, Executive Director of the Presidential Task Force on
Regulatory Relief and Director of the Federal Trade Commission's Bureau of
Economics. Dr. Gramm is also a director of the Chicago Mercantile Exchange,
Enron Corporation, IBP, Inc., State Farm Insurance Company, State Farm Life
Insurance Company, Independent Women's Forum, International Republic Institute,
and the Republican Women's Federal Forum. Dr. Gramm is also a member of the
Board of Visitors, College of Business Administration, University of Iowa, and a
member of the Board of Visitors, Center for Study of Public Choice, George Mason
University. Address: 4201 Yuma Street, N.W., Washington, D.C. Born: January 10,
1945.

HUBERT L. HARRIS, JR.,* Director. Chairman (since 1996) and President
(January 1990 to May 1996) of INVESCO Services, Inc.; Chief Executive Officer of
INVESCO Individual Services Group. Member of the Executive Committee of the
Alumni Board of Trustees of Georgia Institute of Technology. Address: 1315
Peachtree Street, NE, Atlanta, Georgia. Born: July 15, 1943.

KENNETH T. KING,# Director. Formerly, Chairman of the Board of The Capitol
Life Insurance Company, Providence Washington Insurance Company, and Director of
numerous subsidiaries thereof in the U.S. Formerly, Chairman of the Board of The
Providence Capitol Companies in the United Kingdom and Guernsey. Chairman of the
Board of the Symbion Corporation (a high technology company) until 1987.
Address: 4080 North Circulo Manzanillo, Tucson, Arizona. Born: November 16,
1925.

JOHN W. MCINTYRE,# Director. Retired. Formerly, Vice Chairman of the Board
of Directors of The Citizens and Southern Corporation and Chairman of the Board
and Chief Executive Officer of The Citizens and Southern Georgia Corp. and
Citizens and Southern National Bank. Director of Golden Poultry Co., Inc.
Trustee of INVESCO Global Health Sciences Fund and Gables Residential Trust.
Address: 7 Piedmont Center, Suite 100, Atlanta, GA. Born: September 14, 1930.

LARRY SOLL, Ph.D.,** Director. Retired. Formerly, Chairman of the Board
(1987 to 1994), Chief Executive Officer (1982 to 1989 and 1993 to 1994) and
President (1982 to 1989) of Synergen Corp. Director of Synergen since its
incorporation in 1982. Director of ISI Pharmaceuticals, Inc. Trustee of INVESCO
Global Health Sciences Fund. Address: 345 Poorman Road, Boulder, Colorado. Born:
April 26, 1942.

GLEN A. PAYNE, Secretary. Senior Vice President (since 1995), General
Counsel and Secretary of INVESCO Funds Group, Inc. and INVESCO Trust Company
(since 1989) and INVESCO Distributors, Inc. (since 1997); Vice President (May
1989 to April 1995), Secretary and General Counsel of INVESCO Funds Group, Inc.;
formerly, employee of a U.S. regulatory agency, Washington, D.C. (June 1973
through May 1989). Born: September 25, 1947.

RONALD L. GROOMS, Treasurer. Senior Vice President and Treasurer of INVESCO
Funds Group, Inc. and INVESCO Trust Company (since 1988). Senior Vice President
and Treasurer of INVESCO Distributors, Inc. (since 1997). Born: October 1, 1946.

<PAGE>

WILLIAM J. GALVIN, JR., Assistant Secretary. Senior Vice President of
INVESCO Funds Group, Inc. (since 1995) and of INVESCO Distributors, Inc. (since
1997) and Trust Officer of INVESCO Trust Company since July 1995 and formerly
(August 1992 to July 1995) Vice President of INVESCO Funds Group, Inc. and trust
officer of INVESCO Trust Company. Formerly, Vice President of 440 Financial
Group from June 1990 to August 1992 and Assistant Vice President of Putnam
Companies from November 1986 to June 1990. Born: August 21, 1956.

ALAN I. WATSON, Assistant Secretary. Vice President of INVESCO Funds Group,
Inc. (since 1984) and Trust Officer of INVESCO Trust Company. Born: September
14, 1941.

JUDY P. WIESE, Assistant Treasurer. Vice President of INVESCO Funds Group,
Inc. (since 1984) and of INVESCO Distributors, Inc. (since 1997) and Trust
Officer of INVESCO Trust Company. Born: February 3, 1948.

#Member of the audit committee of the Company's board of directors.

+Member of the executive committee of the Company's board of directors. On
occasion, the executive committee acts upon the current and ordinary business of
the Company between meetings of the board of directors. Except for certain
powers which, under applicable law, may only be exercised by the full board of
directors, the executive committee may exercise all powers and authority of the
board of directors in the management of the business of the Company. All
decisions are subsequently submitted for ratification by the board of Directors.

*These directors are "interested persons" of the Company as defined in the
Investment Company Act of 1940.

**Member of the management liaison committee of the Company's board of
directors.

As of ^ April 17, 1998, officers and directors of the Company, as a group,
beneficially owned 0% of each Fund's outstanding shares.

Director Compensation

The following table sets forth, for the fiscal period ended December 31,
1997: the compensation paid by the Company to its independent directors for
services rendered in their capacities as directors of the Company; the benefits
accrued as Company expenses with respect to the Defined Benefit Deferred
Compensation Plan discussed below; and the estimated annual benefits to be
received by these directors upon retirement as a result of their service to the
Company. In addition, the table sets forth the total compensation paid by all of
the mutual funds distributed by INVESCO Distributors, Inc. (including the
Company), AIM Advisor Funds (formerly, INVESCO Advisor Funds), Inc., INVESCO
Treasurer's Series Trust and INVESCO Global Health Sciences Fund (collectively,

<PAGE>

the "INVESCO Complex") to these directors for services rendered in their
capacities as directors or trustees during the year ended December 31, 1997. As
of December 31, 1997, there were 45 funds in the INVESCO Complex. Dr. Soll
became an independent director of the Company effective May 15, 1997. Dr. Gramm
became an independent director of the Company effective July 29, 1997. Mr.
Frazier resigned as a director of the Company effective February 28, 1997.

Total
Compensa-
Benefits Estimated tion From
Aggregate Accrued As Annual INVESCO
Compensa- Part of Benefits Complex
Name of Person, tion From Company Upon Paid To
Position Company1 Expenses2 Retirement3 Directors1

Fred A. Deering, $4,166 $198 $127 $113,350
Vice Chairman of
the Board

Victor L. Andrews 4,162 187 147 92,700

Bob R. Baker 4,174 167 197 96,050

Lawrence H. Budner 4,154 187 147 91,000

Daniel D. Chabris 4,159 203 110 89,350

Wendy L. Gramm 2,071 0 0 39,000

Kenneth T. King 4,166 206 115 94,350

John W. McIntyre 4,142 0 0 104,000

Larry Soll 3,103 0 0 78,000
------- ------ ---- --------

Total $34,297 $1,148 $843 $797,800

% of Net Assets 0.0345%4 0.0012%4 0.0046%5

(1)The vice chairman of the board, the chairmen of the audit, management
liaison and compensation committees, and the members of the executive and
valuation committees each receive compensation for serving in such capacities in
addition to the compensation paid to all independent directors.

(2)Represents benefits accrued with respect to the Defined Benefit Deferred
Compensation Plan discussed below, and not compensation deferred at the election
of the directors.

(3)These figures represent the Company's share of the estimated annual
benefits payable by the INVESCO Complex (excluding the Global Health Sciences
Fund which does not participate in any retirement plan) upon the directors
retirement, calculated using the current method of allocating director
compensation among the funds in the INVESCO Complex. These estimated benefits
assume retirement at age 72 and that the basic retainer payable to the directors

<PAGE>

will be adjusted periodically for inflation, for increases in the number of
funds in the INVESCO Complex, and for other reasons during the period in which
retirement benefits are accrued on behalf of the respective directors. This
results in lower estimated benefits for directors who are closer to retirement
and higher estimated benefits for directors who are further from retirement.
With the exception of Messrs. Frazier and McIntyre, each of these directors has
served as a director/trustee of one or more of the funds in the INVESCO Complex
for the minimum five-year period required to be eligible to participate in the
Defined Benefit Deferred Compensation Plan.

(4)Totals as a percentage of the Company's net assets as of December 31,
1997.

(5)Total as a percentage of the net assets of the INVESCO Complex as of
December 31, 1997.

Messrs. Brady, Harris and Hesser, as "interested persons" of the Company
and the other funds in the INVESCO Complex, receive compensation as officers or
employees of IFG or its affiliated companies, and do not receive any director's
fees or other compensation from the Company or the other funds in the INVESCO
Complex for their service as directors.

The boards of directors/trustees of the mutual funds managed by IFG and
INVESCO Treasurer's Series Trust have adopted a Defined Benefit Deferred
Compensation Plan for the non-interested directors and trustees of the funds.
Under this plan, each director or trustee who is not an interested person of the
funds (as defined in the 1940 Act) and who has served for at least five years (a
"qualified director") is entitled to receive, upon retiring from the boards at
the mandatory retirement age of 72 (or the retirement age of 73 to 74, if the
retirement date is extended by the boards for one or two years but less than
three years), continuation of payments for one year (the "first year retirement
benefit") of the annual basic retainer payable by the funds to the qualified
director at the time of his/her retirement (the "basic retainer"). Commencing
with any such director's second year of retirement, and commencing with the
first year of retirement of a director whose retirement has been extended by the
board for three years, a qualified director shall receive quarterly payments at
an annual rate equal to 40% of the basic retainer. These payments will continue
for the remainder of the qualified director's life or ten years, whichever is
longer (the "reduced retainer payments"). If a qualified director dies or
becomes disabled after age 72 and before age 74 while still a director of the
funds, the first year retirement benefit and the reduced retainer payments will
be made to him/her or to his/her beneficiary or estate. If a qualified director
becomes disabled or dies either prior to age 72 or during his/her 74th year
while still a director of the funds, the director will not be entitled to
receive the first year retirement benefit; however, the reduced retainer
payments will be made to his/her beneficiary or estate. The plan is administered
by a committee of three directors who are also participants in the plan and one
director who is not a plan participant. The cost of the plan will be allocated
among the IFG and Treasurers Series Trust funds in a manner determined to be

<PAGE>

fair and equitable by the committee. The Company is not making any payments to
directors under the plan as of the date of this Statement of Additional
Information. The Company has no stock options or other pension or retirement
plans for management or other personnel and pays no salary or compensation to
any of its officers.

The Company has an audit committee that is comprised of five of the
directors who are not interested persons of the Company. The committee meets
periodically with the Company's independent accountants and officers to review
accounting principles used by the Company, the adequacy of internal controls,
the responsibilities and fees of the independent accountants, and other matters.

The Company also has a management liaison committee which meets quarterly
with various management personnel of IFG in order (a) to facilitate better
understanding of management and operations of the Company, and (b) to review
legal and operational matters which have been assigned to the committee by the
board of directors, in furtherance of the board of directors' overall duty of
supervision.

HOW SHARES ARE VALUED

As described in the section of the Prospectuses entitled "Purchases and
Redemptions," the net asset value of shares of each Fund of the Company is
computed once each day that the New York Stock Exchange is open, as of the close
of regular trading on that Exchange (generally 4:00 p.m., New York time) and
applies to purchase and redemption orders received prior to that time. Net asset
value per share is also computed on any other day on which there is a sufficient
degree of trading in the securities held by a Fund that the current net asset
value per share might be materially affected by changes in the value of the
securities held, but only if on that day the Company receives a request to
purchase or redeem shares of that Fund. Net asset value per share is not
calculated on days the New York Stock Exchange is closed, such as federal
holidays including New Year's Day, Martin Luther King, Jr. Day, Presidents' Day,
Good Friday, Memorial Day, Independence Day, Labor Day, Thanksgiving and
Christmas. The net asset value per share of each Fund is calculated by dividing
the value of all securities held by the Fund and its other assets (including
dividends and interest accrued but not collected), less the Fund's liabilities
(including accrued expenses), by the number of outstanding shares of that Fund.

Securities traded on national securities exchanges, the NASDAQ National
Market System, the NASDAQ Small Cap Market and foreign markets are valued at
their last sale prices on the exchanges or markets where such securities are
primarily traded. Securities traded in the over-the-counter market for which
last sale prices are not available, and listed securities for which no sales are
reported on a particular date, are valued at their highest closing bid prices
(or, for debt securities, yield equivalents thereof) obtained from one or more
dealers making markets for such securities. If market quotations are not readily

<PAGE>

available, securities will be valued at fair values as determined in good faith
by the Company's board of directors or pursuant to procedures adopted by the
board of directors. The above procedures may include the use of valuations
furnished by a pricing service which employs a matrix to determine valuations
for normal institutional-size trading units of debt securities. Prior to
utilizing a pricing service, the board of directors of the Company reviews the
methods used by such service to assure itself that securities will be valued at
their fair values. The Company's board of directors also periodically monitors
the methods used by such pricing services. Debt securities with remaining
maturities of 60 days or less at the time of purchase are normally valued at
amortized cost.

The value of securities held by each Fund, and other assets used in
computing net asset value, generally is determined as of the time regular
trading in such securities or assets is completed each day. Because regular
trading in most foreign securities markets is completed simultaneously with, or
prior to, the close of regular trading on the New York Stock Exchange, closing
prices for foreign securities usually are available for purposes of computing
the Funds' net asset values. However, in the event that the closing price of a
foreign security is not available in time to calculate a Fund's net asset value
on a particular day, the Company's board of directors has authorized the use of
the market price for the security obtained from an approved pricing service at
an established time during the day which may be prior to the close of regular
trading in the security. The value of all assets and liabilities initially
expressed in foreign currencies will be converted into U.S. dollars at the spot
rate of such currencies against U.S. dollars provided by an approved pricing
service.

PERFORMANCE

As discussed in the section of the Prospectuses entitled "Performance
Information," average annual total return and/or yield data for each of the
Funds may from time to time be included in advertisements, sales literature or
shareholder reports. All presentations of Fund total return and yield data will
conform to applicable requirements of the Securities and Exchange Commission and
the National Association of Securities Dealers, Inc.

Total Return Calculations

Average annual total return performance for the indicated periods ended
December 31, 1997, for each Fund that had commenced operations by that date were
as follows:

Portfolio 1 Year Life of Fund(1)

Industrial Income Fund 28.17% 23.39%
Total Return Fund 22.91% 16.39%
High Yield Fund 17.33% 14.60%
Utilities Fund 23.41% 14.93%
Dynamics Fund N/A 3.40%
Health Sciences Fund N/A 10.40%
Small Company Growth Fund N/A -0.90%
Technology Fund N/A 14.80%
Growth Fund N/A 6.90%

<PAGE>

(1) The dates on which the Industrial Income Fund, Total Return Fund, High Yield
Fund, Utilities Fund, Dynamics Fund, Health Sciences Fund, Small Company Growth
Fund, Technology Fund and Growth Fund commenced operations were August 10, 1994,
June 2, 1994, May 27, 1994, January 1, 1995, August 25, 1997, May 22, 1997,
August 25, 1997, May 21, 1997 and August 25, 1997, respectively.

Average annual total return performance for each of the periods indicated
was computed by finding the average annual compounded rates of return that would
equate the initial amount invested to the ending redeemable value, according to
the following formula:

P(1 + T) exponent n = ERV where:
P = initial payment of $1000
T = average annual total return
n = number of years
ERV = ending redeemable value of initial payment

The average annual total return performance figures shown above were
determined by solving the above formula for "T" for each time period and Fund
indicated.

Yield Calculations

The yields of the Industrial Income Fund, Total Return Fund, High Yield
Fund, Utilities Fund, Dynamics Fund, Health Sciences Fund, Small Company Growth
Fund, Technology Fund and Growth Fund for the month ended December 31, 1997 were
2.25%, 4.40%, 8.10% and 2.25%, respectively. In calculating yield quotations for
a Fund, interest earned is determined by computing the yield to maturity (or
yield to call, if applicable) of each obligation held by the Fund, based upon
the market value of each obligation (including actual accrued interest) at the
close of business on the last business day of the month or, with respect to an
obligation purchased during the month, the purchase price plus accrued interest.
The resultant yield to maturity is divided by 360 and multiplied by the market
value of the obligation (including actual accrued interest), and the result is
multiplied by the number of days in the subsequent month that the obligation is
in the Fund (assuming that each month has 30 days). Dividends received on the
stocks held by the Funds are recognized, for purposes of yield calculations, on
a daily accrual basis.

Comparison of Fund Performance

In conjunction with performance reports, comparative data between a Fund's
performance for a given period and other types of investment vehicles may be
provided to prospective investors and shareholders. A Fund's performance is
based upon amounts available for investment under variable annuity or variable
life insurance contracts of Participating Insurance Companies rather than upon
premiums paid for variable annuity or variable life insurance contracts. Thus,
the Fund's total return data does not reflect the impact of sales loads (whether
front-end or deferred) or contract charges deducted from premiums or from the

<PAGE>

assets of the Participating Insurance Companies' separate accounts that invest
in the Fund. Such sales loads and contract charges may be substantial and may
vary widely among Participating Insurance Companies. Accordingly, the total
return data for the Funds is most useful for comparison with comparable data for
other investment options under the same variable annuity or variable life
insurance contract.

Comparisons of the Funds' total returns to those of other investment
vehicles are useful in evaluating the historical portfolio management
performance of the Funds' investment adviser and sub-advisers. However, such
comparisons should not be mistaken for comparisons of the returns on a purchase
of a variable annuity or variable life insurance contract of a Participating
Insurance Company and a purchase of another investment vehicle. Owners or
prospective owners of variable annuity contracts of Participating Insurance
Companies should review performance data for the Funds in conjunction with
comparable total return data for the associated variable annuity separate
account to be provided with the Fund data. Owners or prospective owners of
variable life insurance contracts of Participating Insurance Companies should
review the performance data for the Funds in conjunction with data (such as the
data contained in personalized, hypothetical illustrations of variable life
insurance contracts) that permits an evaluation of the magnitude of variable
life insurance charges and expenses and the life insurance benefits not
reflected in the Funds' total return data.

From time to time, evaluations of performance made by independent sources
may also be used in advertisements, sales literature or shareholder reports,
including reprints of, or selections from, editorials or articles about the
Funds. Sources for Fund performance information and articles about the Funds
include, but are not limited to the following:

American Association of Individual Investors' Journal
Banxquote
Barron's
Business Week
CDA Investment Technologies
CNBC
CNN
Consumer Digest
Financial Times
Financial World
Forbes
Fortune
Ibbotson Associates, Inc.
Institutional Investor
Investment Company Data, Inc.
Investor's Business Daily
Kiplinger's Personal Finance
Lipper Analytical Services, Inc.'s Mutual Fund Performance
Analysis
Money
Morningstar
Mutual Fund Forecaster
The New York Times

<PAGE>

No-Load Analyst
The No-Load Fund Investor
No-Load Fund*X
Personal Investor
Smart Money
United Mutual Fund Selector
USA Today
U.S. News and World Report
Wall Street Journal
Wiesenberger Investment Companies Services
Working Woman
Worth

PORTFOLIO TURNOVER

There are no fixed limitations regarding portfolio turnover for any of the
Funds. Brokerage costs to the Funds are commensurate with the rate of portfolio
activity. Portfolio turnover rates for the fiscal years ended December 31, 1997,
1996 and 1995 were as follows:

Fund 1997 1996 1995
---- ---- ---- ----

Industrial Income Fund 87% 93% 97%
Total Return Fund 27% 12% 5%
High Yield Fund 344% 380% 310%
Utilities Fund 33% 48% 24%
Dynamics Fund 28% 0 0
Health Sciences Fund 112% 0 0
Small Company Growth Fund 25% 0 0
Technology Fund 102% 0 0
Growth Fund 12% 0 0

In computing these portfolio turnover rates, all investments with
maturities or expiration dates at the time of acquisition of one year or less
were excluded. Subject to this exclusion, the turnover rate is calculated by
dividing (a) the lesser of purchases or sales of portfolio securities for the
fiscal year by (b) the monthly average of the value of portfolio securities
owned by the Fund during the fiscal year. The primary reason for the increase in
the High Yield Fund's portfolio turnover rate in 1996 was primarily due to a
doubling in size of the Fund and an effort to take advantage of attractive
opportunities in the bond market. The primary reason for the increase in the
Industrial Income, Total Return, High Yield and Utilities Funds' portfolio
turnover rates in 1995 was the fact that 1995 was the first full year of
operations for these Funds.

<PAGE>

PORTFOLIO BROKERAGE

Fund Management places orders for the purchase and sale of securities with
brokers and dealers based upon its evaluation of the broker-dealers' financial
responsibility subject to the broker-dealers' ability to effect transactions at
the best available prices. Fund Management evaluates the overall reasonableness
of brokerage commissions paid by reviewing the quality of executions obtained on
each Fund's portfolio transactions, viewed in terms of the size of transactions,
prevailing market conditions in the security purchased or sold, and general
economic and market conditions. In seeking to ensure that the commissions
charged the Funds are consistent with prevailing and reasonable commissions,
Fund Management also endeavors to monitor brokerage industry practices with
regard to the commissions charged by brokers and dealers on transactions
effected for other comparable institutional investors. While Fund Management
seeks reasonably competitive rates, the Funds do not necessarily pay the lowest
commissions or spread available.

Consistent with the standard of seeking to obtain the best execution on
portfolio transactions, Fund Management may select brokers that provide research
services to effect such transactions. Research services consist of statistical
and analytical reports relating to issuers, industries, securities and economic
factors and trends, which may be of assistance or value to Fund Management in
making informed investment decisions. Research services prepared and furnished
by brokers through which the Funds effect securities transactions may be used by
Fund Management in servicing all of their respective accounts and not all such
services may be used by Fund Management in connection with the Funds.

In recognition of the value of the above-described brokerage and research
services provided by certain brokers, Fund Management, consistent with the
standard of seeking to obtain the best execution on portfolio transactions, may
place orders with such brokers for the execution of Fund transactions on which
the commissions are in excess of those which other brokers might have charged
for effecting the same transactions.

Fund transactions may be effected through qualified broker-dealers who
recommend the variable annuity or variable life insurance contracts of
Participating Insurance Companies to their clients, or who act as agent in the
purchase of such contracts for their clients. When a number of brokers and
dealers can provide comparable best price and execution on a particular
transaction, Fund Management may consider the sale of such contracts by a broker
or dealer in selecting among qualified broker-dealers.

The aggregate dollar amounts of brokerage commissions paid by the Company
for the fiscal years ended December 31, 1997, 1996 and 1995 were $409,589,
$283,949 and $94,602, respectively. This increase was primarily due to the
increased size of the Funds. On a Fund basis, the aggregate amount of brokerage
commissions paid in 1997 breaks down as follows: Industrial Income Fund,
$239,249; Total Return Fund, $6,797; High Yield Fund, $143,282; Utilities Fund,

<PAGE>

$13,372; Dynamics Fund, $335; Health Sciences Fund, $563; Small Company Growth
Fund, $712; Technology Fund, $5,012 and Growth Fund, $267. For the year ended
December 31, 1997, brokers providing research services received $33,695, $0, $0,
$830, $14, $225, $59, $630 and $43 in commissions on portfolio transactions
effected for the Industrial Income Fund, Total Return Fund, High Yield Fund,
Utilities Fund, Dynamics Fund, Health Sciences Fund, Small Company Growth Fund,
Technology Fund and Growth Fund, respectively, on aggregate portfolio
transactions of $24,777,687; $0; $0; $415,393; $10,634; $229,045; $19,467;
$288,265 and $48,193, respectively. The Company paid $159 in compensation to
brokers for the sale of Participating Life Insurance Company's variable annuity
and variable life insurance contracts utilizing the Funds during the fiscal year
ended December 31, 1997.

At December 31, 1997, the Funds then in operation held securities of their
regular brokers or dealers, or their parents, as follows:

Value of
Securities
Fund Broker or Dealer at 12/31/97
- ---- ---------------- -----------
Industrial Income Fund State Street Bank & Trust $2,547,000
Morgan Stanley Dean Witter $185,000
State Street Bank & Trust $244,000

Total Return Fund State Street Bank & Trust $634,000

High Yield Fund Morgan Stanley Dean Witter $354,000
State Street Bank & Trust $3,706,000

Utilities Fund State Street Bank & Trust $436,000

Dynamics Fund Lehman Brothers Holdings $3,000
State Street Bank & Trust $2,000

Health Sciences Fund None

Small Company Growth
Fund None

Technology Fund None

Growth Fund None

None of IFG, ICM or IRAI receives any brokerage commissions on portfolio
transactions effected on behalf of any of the Funds, and there is no affiliation
between IFG, ICM, IRAI, or any person affiliated with IFG, ICM, IRAI, or the
Company and any broker or dealer that executes transactions for the Funds.

REDEMPTIONS

It is possible that in the future conditions may exist which would, in the
opinion of IFG, make it undesirable for one or more of the Funds to pay for
redeemed shares in cash. In such cases, IFG may authorize payment to be made in
portfolio securities or

<PAGE>

other property of the Fund. However, the Company is obligated to redeem for cash
all shares of a Fund presented for redemption by any one shareholder having a
value up to $250,000 (or 1% of the applicable Fund's net assets if that is less)
in any 90-day period. Securities delivered in payment of redemptions are
selected entirely by Fund Management based on what is in the best interests of
the Company and its shareholders, and are valued at the value assigned to them
in computing the Fund's net asset value per share. Shareholders receiving such
securities are likely to incur brokerage costs on their subsequent sales of the
securities.

ADDITIONAL INFORMATION

Common Stock

The Company was incorporated under the laws of the state of Maryland on
August 19, 1993. The authorized capital stock of the Company consists of
1,000,000,000 shares of common stock, par value of $0.01 per share. The shares
of common stock are currently divided into ten classes (or series), INVESCO VIF
- - Dynamics Portfolio common stock, INVESCO VIF - Growth Portfolio common stock,
INVESCO VIF - Health Sciences Portfolio common stock, INVESCO VIF - High Yield
Portfolio common stock, INVESCO VIF -Industrial Income Portfolio common stock,
INVESCO VIF - Realty Portfolio common stock, INVESCO VIF - Small Company Growth
Portfolio common stock, INVESCO VIF - Total Return Portfolio common stock,
INVESCO VIF - Technology Portfolio common stock and INVESCO VIF - Utilities
Portfolio common stock. As of January 30, 1998, 2,441,973 shares of the
Industrial Income Fund, 1,501,625 shares of the Total Return Fund, 2,599,816
shares of the High Yield Fund, 315,097 shares of the Utilities Fund, 35,879
shares of the Technology Fund, 24,884 shares of the Small Company Growth Fund,
51,233 shares of the Health Sciences Fund, 24,896 shares of the Dynamics Fund,
24,905 shares of the Growth Fund and 0 shares of the Realty Fund were
outstanding. Each class consists of 100 million shares. The Company reserves the
right to issue additional classes of shares without the consent of shareholders.
All shares issued and outstanding are, and all shares offered hereby, when
issued, will be, fully paid and nonassessable.

Shares of each class represent the interests of the shareholders of that
class in a particular portfolio of investments of the Company. Each class of the
Company's shares is preferred over all other classes with respect to the assets
specifically allocated to that class, and all income, earnings, profits and
proceeds from those assets, subject only to the rights of creditors, are
allocated to shares of that class. The assets of each class are segregated on
the books of account and are charged with the liabilities of that class and with
a share of the Company's general liabilities. The board of directors determines
those assets and liabilities deemed to be general assets or liabilities of the
Company and those items are allocated among classes in a manner deemed by the
board to be fair and equitable. Generally, such allocation will be made based
upon the relative total net assets of each class. In the unlikely event that a

<PAGE>

liability allocable to one class exceeds the assets belonging to the class, all
or a portion of such liability may have to be borne by the holders of shares of
the Company's other classes.

All dividends on shares of a particular class shall be paid only out of
the income belonging to that class, pro rata to the holders of that class. In
the event of the liquidation or dissolution of the Company or of a particular
class, the shareholders of each class that is being liquidated shall be entitled
to receive, as a class, when and as declared by the board of directors, the
excess of the assets belonging to that class over the liabilities belonging to
that class. The holders of shares of any class shall not be entitled to any
distribution upon liquidation of any other class. The assets so distributable to
the shareholders of any particular class shall be distributed among those
shareholders in proportion to the number of shares of that class held by them
and recorded on the books of the Company.

All Fund shares, regardless of class, have equal voting rights. Voting
with respect to certain matters, such as ratification of independent accountants
or election of directors, will be by all classes of the Company. When not all
classes are affected by a matter to be voted upon, such as approval of an
investment advisory contract or changes in a Fund's investment policies, only
shareholders of the class affected by the matter will be entitled to vote.
Company shares have noncumulative voting rights, which means that the holders of
a majority of the shares voting for the election of directors of the Company can
elect 100% of the directors if they choose to do so. In such event, the holders
of the remaining shares voting for the election of directors will not be able to
elect any person or persons to the board of directors. After they have been
elected by shareholders, the directors will continue to serve until their
successors are elected and have qualified or they are removed from office, in
either case by a shareholder vote, or until death, resignation, or retirement.
Directors may appoint their own successors, provided that always at least a
majority of the directors have been elected by the Company's shareholders. It is
the intention of the Company not to hold annual meetings of shareholders. The
directors may call annual or special meetings of shareholders for action by
shareholder vote as may be required by the 1940 Act or the Company's Articles of
Incorporation, or at their discretion.

Principal Shareholders

As of ^ [_____], 1998, the following persons held more than 5% of the
Funds' outstanding equity securities.

Amount and Nature Percent
Name and Address of Ownership of Class
- ---------------- ----------------- --------
Industrial Income Fund
- ----------------------

[_____] [_____] [_____]

Total Return Fund
- -----------------

[_____] [_____] [_____]

High Yield Fund
- ---------------

[_____] [_____] [_____]

<PAGE>

Utilities Fund
- --------------

[_____] [_____] [_____]

Dynamics Fund
- -------------

[_____] [_____] [_____]

Health Sciences Fund
- --------------------

[_____] [_____] [_____]

Small Company Growth Fund
- -------------------------

[_____] [_____] [_____]

Technology Fund
- ---------------

[_____] [_____] [_____]

Growth Fund
- -----------

[_____] [_____] [_____]

Realty Fund
- -----------

[_____] [_____] [_____]

Independent Accountants

Price Waterhouse LLP, 950 Seventeenth Street, Denver, Colorado, has been
selected as the independent accountants of the Company. The independent
accountants are responsible for auditing the financial statements of the
Company.

Custodian

State Street Bank and Trust Company, P.O. Box 351, Boston, Massachusetts,
has been designated as custodian of the cash and investment securities of the
Funds. The custodian bank is also responsible for, among other things, receipt
and delivery of the Funds' investment securities in accordance with procedures
and conditions specified in the custody agreement.

<PAGE>

Transfer Agent

IFG, 7800 E. Union Avenue, Denver, Colorado 80237, acts as registrar,
dividend disbursing agent, and transfer agent for the Company pursuant to the
Transfer Agency Agreement described above under the caption, "Fund Management."
Such services include the issuance, cancellation and transfer of shares of the
Company and the maintenance of records regarding the ownership of such shares.

Reports to Shareholders

The Company's fiscal year ends on December 31 of each year. The Company
distributes reports at least semiannually to its shareholders. Financial
statements regarding the Company, audited by the independent accountants, are
sent to shareholders annually.

Legal Counsel

The firm of Kirkpatrick & Lockhart LLP, Washington, D.C., is legal counsel
for the Company. The firm of Moye, Giles, O'Keefe, Vermeire & Gorrell, Denver,
Colorado, acts as special counsel to the Company.

Financial Statements

The Company's audited financial statements 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 herein by reference from
the Company's Annual Report to Shareholders for the fiscal year ended December
31, 1997.

Prospectus

The Company will furnish, without charge, a copy of the appropriate
Prospectus upon request. Such requests should be made to the Company at the
mailing address or telephone number set forth on the first page of this
Statement of Additional Information.

Registration Statement

This Statement of Additional Information and the Prospectuses do not
contain all of the information set forth in the Registration Statement the
Company has filed with the Securities and Exchange Commission. The complete
Registration Statement may be obtained from the Securities and Exchange
Commission upon payment of the fee prescribed by the rules and regulations of
the Commission.

<PAGE>

APPENDIX A

DESCRIPTION OF FUTURES AND OPTIONS CONTRACTS

Options on Securities

An option on a security provides the purchaser, or "holder," with the
right, but not the obligation, to purchase, in the case of a "call" option, or
sell, in the case of a "put" option, the security or securities underlying the
option, for a fixed exercise price up to a stated expiration date. The holder
pays a non-refundable purchase price for the option, known as the "premium." The
maximum amount of risk the purchaser of the option assumes is equal to the
premium plus related transaction costs, although the entire amount may be lost.
The risk of the seller, or "writer," however, is potentially unlimited, unless
the option is "covered," which is generally accomplished through the writer's
ownership of the underlying security, in the case of a call option, or the
writer's segregation of an amount of cash or securities equal to the exercise
price, in the case of a put option. If the writer's obligation is not so
covered, it is subject to the risk of the full change in value of the underlying
security from the time the option is written until exercise.

Upon exercise of the option, the holder is required to pay the purchase
price of the underlying security, in the case of a call option, or to deliver
the security in return for the purchase price, in the case of a put option.
Conversely, the writer is required to deliver the security, in the case of a
call option, or to purchase the security, in the case of a put option. Options
on securities which have been purchased or written may be closed out prior to
exercise or expiration by entering into an offsetting transaction on the
exchange on which the initial position was established, subject to the
availability of a liquid secondary market.

Options on securities are traded on national securities exchanges, such as
the Chicago Board of Options Exchange and the New York Stock Exchange, which are
regulated by the Securities and Exchange Commission. The Options Clearing
Corporation ("OCC") guarantees the performance of each party to an
exchange-traded option, by in effect taking the opposite side of each such
option. A holder or writer may engage in transactions in exchange-traded options
on securities and options on indices of securities only through a registered
broker/dealer which is a member of the exchange on which the option is traded.

An option position in an exchange-traded option may be closed out only on
an exchange which provides a secondary market for an option of the same series.
Although the Funds generally will purchase or write only those options for which
there appears to be an active secondary market, there is no assurance that a
liquid secondary market on an exchange will exist for any particular option at
any particular time. In such event it might not be possible to effect closing
transactions in a particular option with the result that a Fund would have to
exercise the option in order to realize any profit. This would result in the

<PAGE>

Fund incurring brokerage commissions upon the disposition of underlying
securities acquired through the exercise of a call option or upon the purchase
of underlying securities upon the exercise of a put option. If the Fund, as a
covered call option writer, is unable to effect a closing purchase transaction
in a secondary market, unless the Fund is required to deliver the securities
pursuant to the assignment of an exercise notice, it will not be able to sell
the underlying security until the option expires.

Reasons for the potential absence of a liquid secondary market on an
exchange include the following: (i) there may be insuffi cient trading interest
in certain options; (ii) restrictions may be imposed by an exchange on opening
transactions or closing transac tions or both; (iii) trading halts, suspensions
or other restric tions may be imposed with respect to particular classes or
series of options or underlying securities; (iv) unusual or unforeseen
circumstances may interrupt normal operations on an exchange; (v) the facilities
of an exchange or a clearing corporation may not at all times be adequate to
handle current trading volume; or (vi) one or more exchanges could, for economic
or other reasons, decide or be compelled at some future date to discontinue the
trading of options (or particular class or series of options) in which event the
secondary market on that exchange (or in the class or series of options) would
cease to exist, although outstanding options on that exchange which had been
issued by a clearing corporation as a result of trades on that exchange would
continue to be exercisable in accordance with their terms. There is no assurance
that higher than anticipated trading activity or other unforeseen events might
not, at a particular time, render certain of the facilities of any of the
clearing corporations inadequate and thereby result in the institution by an
exchange of special procedures which may interfere with the timely execution of
customers' orders. However, the OCC, based on forecasts provided by the U.S.
exchanges, believes that its facilities are adequate to handle the volume of
reasonably anticipated options transactions, and such exchanges have advised
such clearing corporation that they believe their facilities will also be
adequate to handle reasonably anticipated volume.

In addition, options on securities may be traded over-the-counter ("OTC")
through financial institutions dealing in such options as well as the underlying
instruments. OTC options are purchased from or sold (written) to dealers or
financial institutions which have entered into direct agreements with the
Company on behalf of a Fund. With OTC options, such variables as expiration
date, exercise price and premium will be agreed upon between the Fund and the
transacting dealer, without the intermedi ation of a third party such as the
OCC. If the transacting dealer fails to make or take delivery of the securities
underlying an option it has written, in accordance with the terms of that option
as written, the Fund would lose the premium paid for the option as well as any
anticipated benefit of the transaction. The Fund will engage in OTC option
transactions only with primary U.S. government securities dealers recognized by
the Federal Reserve Bank of New York.

<PAGE>

Futures Contracts

A futures contract is a bilateral agreement providing for the purchase and
sale of a specified type and amount of a financial instrument or foreign
currency, or for the making and acceptance of a cash settlement, at a stated
time in the future, for a fixed price. By its terms, a futures contract provides
for a specified settlement date on which, in the case of the majority of
interest rate and foreign currency futures contracts, the fixed income
securities or currency underlying the contract are delivered by the seller and
paid for by the purchaser, or on which, in the case of stock index futures
contracts and certain interest rate and foreign currency futures contracts, the
difference between the price at which the contract was entered into and the
contract's closing value is settled between the purchaser and seller in cash.
Futures Contracts differ from options in that they are bilateral agree ments,
with both the purchaser and the seller equally obligated to complete the
transaction. In addition, futures contracts call for settlement only on the
expiration date, and cannot be "exercised" at any other time during their term.

The purchase or sale of a futures contract also differs from the purchase
or sale of a security or the purchase of an option in that no purchase price is
paid or received. Instead, an amount of cash or cash equivalents, which varies
but may be as low as 5% or less of the value of the contract, must be deposited
with the broker as "initial margin." Subsequent payments to and from the broker,
referred to as "variation margin," are made on a daily basis as the value of the
index or instrument underlying the futures contract fluctuates, making positions
in the futures contract more or less valuable, a process known as "marking to
market."

A futures contract may be purchased or sold only on an exchange, known as
a "contract market," designated by the Commodity Futures Trading Commission for
the trading of such contract, and only through a registered futures commission
merchant which is a member of such contract market. A commission must be paid on
each completed purchase and sale transaction. The contract market clearing house
guarantees the performance of each party to a futures contract, by in effect
taking the opposite side of such contract. At any time prior to the expiration
of a futures contract, a trader may elect to close out its position by taking an
opposite position on the contract market on which the position was entered into,
subject to the availability of a secondary market, which will operate to
terminate the initial position. At that time, a final determination of variation
margin is made and any loss experienced by the trader is required to be paid to
the contract market clearing house while any profit due to the trader must be
delivered to it.

Interest rate futures contracts currently are traded on a variety of fixed
income securities, including long-term U.S. Treasury bonds, Treasury notes,
Government National Mortgage Association modified pass-through mortgage-backed
securities, U.S. Treasury bills, bank certificates of deposit and commercial
paper. In addition, interest rate futures contracts include contracts on indices
of municipal securities. Foreign currency futures contracts currently are traded
on the British pound, Canadian dollar, Japanese yen, Swiss franc, West German
mark and on Eurodollar deposits.

<PAGE>

Options on Futures Contracts

An option on a futures contract provides the holder with the right to
enter into a "long" position in the underlying futures contract, in the case of
a call option, or a "short" position in the underlying futures contract, in the
case of a put option, at a fixed exercise price to a stated expiration date.
Upon exercise of the option by the holder, the contract market clearing house
establishes a corresponding short position for the writer of the option, in the
case of a call option, or a corresponding long position, in the case of a put
option. In the event that an option is exercised, the parties will be subject to
all the risks associated with the trading of futures contracts, such as payment
of variation margin deposits. In addition, the writer of an option on a futures
contract, unlike the holder, is subject to initial and variation margin
requirements on the option position.

A position in an option on a futures contract may be terminat ed by the
purchaser or seller prior to expiration by effecting a closing purchase or sale
transaction, subject to the availability of a liquid secondary market, which is
the purchase or sale of an option of the same series (i.e., the same exercise
price and expiration date) as the option previously purchased or sold. The
difference between the premiums paid and received represents the trader's profit
or loss on the transaction.

An option, whether based on a futures contract, a stock index or a
security, becomes worthless to the holder when it expires. Upon exercise of an
option, the exchange or contract market clearing house assigns exercise notices
on a random basis to those of its members which have written options of the same
series and with the same expiration date. A brokerage firm receiving such
notices then assigns them on a random basis to those of its customers which have
written options of the same series and expiration date. A writer therefore has
no control over whether an option will be exercised against it, nor over the
time of such exercise.

<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):

Financial Highlights for INVESCO 8
VIF-Dynamics Portfolio for
the period August 25, 1997
(commencement of operations)
through December 31, 1997.

Financial Highlights for INVESCO 27
VIF-Growth Portfolio for the
period August 25, 1997
(commencement of operations)
through December 31, 1997.

Financial Highlights for INVESCO 48
VIF-Health Sciences Portfolio
for the period May 22, 1997
(commencement of operations)
through December 31, 1997.

Financial Highlights for INVESCO 70
VIF-High Yield Portfolio for
the three years ended December
31, 1997 and the period ended
December 31, 1994.

Financial Highlights for 95
INVESCO VIF -Industrial Income
Portfolio for the three years ended
December 31, 1997 and the
period ended December 31, 1994.

Financial Highlights for the 117
INVESCO VIF - Small Company
Growth Portfolio for the period
August 25, 1997 (commencement
of operations) through December 31,
1997.

Financial Highlights for the 142
INVESCO VIF - Technology
Portfolio for the period May
21, 1997 (commencement of
operations) through December 31, 1997.

Financial Highlights for the 166
INVESCO VIF - Total Return
Portfolio for the three years ended

<PAGE>

December 31, 1997 and the period
ended December 31, 1994.

Financial Highlights for the 189
INVESCO VIF - Utilities Portfolio
for the three years ended December
31, 1997. ^

<PAGE>

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 ^ each dated December
31, 1997, Statements of
Operations for the fiscal year
ended December 31, 1997, ^
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.

<PAGE>

(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 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)

<PAGE>

(b) Articles of Amendment to
Articles of Incorporation dated
October 21, 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)

(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)

<PAGE>

(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)

(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)

(i) Form of Amendment dated
July 1, 1998 to
Administrative Services
Agreement.

(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
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

<PAGE>

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)

(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)

<PAGE>

(b) Schedule for computation of
performance data for Total Return
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.

(b) Financial Data Schedule for
the year ended December 31,
1997 for INVESCO VIF-Total Return
^ Portfolio.

(d) Financial Data Schedule for
the year ended December 31,
1997 for INVESCO VIF-Utilities
^ Portfolio.

(e) Financial Data Schedule for
period from May 22, 1997
(inception) through December 31,
1997 for INVESCO VIF - Health
Sciences ^ Portfolio.

(f) Financial Data Schedule
for period from May 21, 1997
(inception) through December
31, 1997 for INVESCO VIF -
Technology ^ Portfolio.

(g) Financial Data Schedule
for period from August 27, 1997
(inception) through December
31, 1997 for INVESCO VIF -
Dynamics ^ Portfolio.

(h) Financial Data Schedule
for period from August 27, 1997
(inception) through December 31,
1997 for INVESCO VIF - Small
Company Growth ^ Portfolio.

(i) Financial Data Schedule for
period from August 27, 1997
(inception) through December 31,
1997 for INVESCO VIF - Growth
^ Portfolio.

<PAGE>

(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 [__________], 1998

INVESCO VIF - Industrial Income Portfolio [_]
INVESCO VIF - Total Return Portfolio [_]
INVESCO VIF - High Yield Portfolio [_]
INVESCO VIF - Utilities Portfolio [_]
INVESCO VIF - Health Sciences Portfolio [_]
INVESCO VIF - Technology Portfolio [_]
INVESCO VIF - Dynamics Portfolio [_]
INVESCO VIF - Small Company Growth Portfolio [_]
INVESCO VIF - Growth Portfolio [_]
INVESCO VIF - Realty Portfolio [_]

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

<PAGE>

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>

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

Glen A. Payne Officer Senior Vice President,
Secretary & General
Counsel
INVESCO Funds Group, Inc.
7800 East Union Avenue
Denver, CO 80237

<PAGE>

Position
with Principal Occupation and
Name Adviser Company Affiliation
---- ------- -------------------
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

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

<PAGE>

Position
with Principal Occupation and
Name Adviser Company Affiliation
---- ------- -------------------
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

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

<PAGE>

Position
with Principal Occupation and
Name Adviser Company Affiliation
---- ------- -------------------
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

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

<PAGE>

Position
with Principal Occupation and
Name Adviser Company Affiliation
---- ------- -------------------
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

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

<PAGE>

Position
with Principal Occupation and
Name Adviser Company Affiliation
---- ------- -------------------
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

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

Item 29. Principal Underwriters

(a) INVESCO Capital Appreciation Funds, Inc.
INVESCO Diversified Funds, Inc.

<PAGE>

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>

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 ^ 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 ^ 4th day of ^ May, 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 ^ 4th day of ^ May,
1998.

/s/ Dan J. Hesser /s/ Lawrence H. Budner
- ------------------------------------ ------------------------------------

Dan J. Hesser, President & Lawrence H. Budner, Director
Director, (Chief Executive Officer)

/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

9(b)(i) 295
11 296
17(a) 297
17(b) 298
17(c) 299
17(d) 300
17(e) 301
17(f) 302
17(g) 303
17(h) 304
17(i) ^ 305

Form of
Amendment to Administrative Services Agreement

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

WHEREAS, the Fund desires to retain INVESCO to render certain
administrative, sub-accounting, and recordkeeping services (the "Services"); and

WHEREAS, INVESCO desires to be retained to perform such
services;

NOW, THEREFORE, in consideration of the premises and the mutual
covenants contained in the Agreement, it is agreed that the additional fee to
INVESCO under the Agreement shall be computed at the annual rate of 0.265% of
each Portfolio's daily net assets as so determined.

IN WITNESS WHEREOF, the parties hereto have executed this Amendment to
Agreement on this 1st day of July, 1998.

INVESCO Funds Group, Inc.

By: _________________________
Ronald L. Grooms
Senior Vice President
ATTEST:

- ---------------------------
Glen A. Payne, Secretary
INVESCO Variable Investment
Funds, Inc.

By: _________________________
Dan J. Hesser
President
ATTEST:

- ---------------------------
Glen A. Payne, Secretary

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. 12 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
May 1, 1998

<ARTICLE> 6
<SERIES>
<NUMBER> 2
<NAME> VIF--INDUSTRIAL INCOME PORTFOLIO

<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-END> DEC-31-1997
<INVESTMENTS-AT-COST> 36224200
<INVESTMENTS-AT-VALUE> 41984248
<RECEIVABLES> 160147
<ASSETS-OTHER> 1364
<OTHER-ITEMS-ASSETS> 5887
<TOTAL-ASSETS> 42151646
<PAYABLE-FOR-SECURITIES> 1911831
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 146346
<TOTAL-LIABILITIES> 2058177
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 33741127
<SHARES-COMMON-STOCK> 2353217
<SHARES-COMMON-PRIOR> 1559051
<ACCUMULATED-NII-CURRENT> 28673
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 563621
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 5760048
<NET-ASSETS> 40093469
<DIVIDEND-INCOME> 445918
<INTEREST-INCOME> 477209
<OTHER-INCOME> (3950)
<EXPENSES-NET> 268893
<NET-INVESTMENT-INCOME> 650284
<REALIZED-GAINS-CURRENT> 2766021
<APPREC-INCREASE-CURRENT> 3726765
<NET-CHANGE-FROM-OPS> 6492786
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 621902
<DISTRIBUTIONS-OF-GAINS> 2199803
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 1689472
<NUMBER-OF-SHARES-REDEEMED> 1064382
<SHARES-REINVESTED> 169076
<NET-CHANGE-IN-ASSETS> 17751202
<ACCUMULATED-NII-PRIOR> 330
<ACCUMULATED-GAINS-PRIOR> 0
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 223880
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 289996
<AVERAGE-NET-ASSETS> 29776477
<PER-SHARE-NAV-BEGIN> 14.33
<PER-SHARE-NII> 0.30
<PER-SHARE-GAIN-APPREC> 3.71
<PER-SHARE-DIVIDEND> 0.29
<PER-SHARE-DISTRIBUTIONS> 1.01
<RETURNS-OF-CAPITAL> 0.00
<PER-SHARE-NAV-END> 17.04
<EXPENSE-RATIO> 1
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0

</TABLE>

<ARTICLE> 6
<SERIES>
<NUMBER> 3
<NAME> VIF--TOTAL RETURN PORTFOLIO

<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-END> DEC-31-1997
<INVESTMENTS-AT-COST> 18980418
<INVESTMENTS-AT-VALUE> 22954618
<RECEIVABLES> 291504
<ASSETS-OTHER> 230
<OTHER-ITEMS-ASSETS> 50439
<TOTAL-ASSETS> 23296791
<PAYABLE-FOR-SECURITIES> 0
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 29200
<TOTAL-LIABILITIES> 29200
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 19208272
<SHARES-COMMON-STOCK> 1472825
<SHARES-COMMON-PRIOR> 1023019
<ACCUMULATED-NII-CURRENT> 5271
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 79848
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 3974200
<NET-ASSETS> 23267591
<DIVIDEND-INCOME> 280001
<INTEREST-INCOME> 393621
<OTHER-INCOME> (8180)
<EXPENSES-NET> 150921
<NET-INVESTMENT-INCOME> 514521
<REALIZED-GAINS-CURRENT> 208618
<APPREC-INCREASE-CURRENT> 2541805
<NET-CHANGE-FROM-OPS> 2750423
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 465401
<DISTRIBUTIONS-OF-GAINS> 109339
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 1194193
<NUMBER-OF-SHARES-REDEEMED> 782443
<SHARES-REINVESTED> 37056
<NET-CHANGE-IN-ASSETS> 9754488
<ACCUMULATED-NII-PRIOR> 0
<ACCUMULATED-GAINS-PRIOR> (46744)
<OVERDISTRIB-NII-PRIOR> (1502)
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 126159
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 184560
<AVERAGE-NET-ASSETS> 16902376
<PER-SHARE-NAV-BEGIN> 13.21
<PER-SHARE-NII> 0.36
<PER-SHARE-GAIN-APPREC> 2.66
<PER-SHARE-DIVIDEND> 0.34
<PER-SHARE-DISTRIBUTIONS> 0.08
<RETURNS-OF-CAPITAL> 0.00
<PER-SHARE-NAV-END> 15.81
<EXPENSE-RATIO> 1
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0

</TABLE>

<ARTICLE> 6
<SERIES>
<NUMBER> 1
<NAME> VIF--HIGH YIELD PORTFOLIO

<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-END> DEC-31-1997
<INVESTMENTS-AT-COST> 28919563
<INVESTMENTS-AT-VALUE> 29308962
<RECEIVABLES> 1508578
<ASSETS-OTHER> 740
<OTHER-ITEMS-ASSETS> 337638
<TOTAL-ASSETS> 31155918
<PAYABLE-FOR-SECURITIES> 230500
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 44504
<TOTAL-LIABILITIES> 275004
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 30364634
<SHARES-COMMON-STOCK> 2478386
<SHARES-COMMON-PRIOR> 1191508
<ACCUMULATED-NII-CURRENT> 24007
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 102874
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 389399
<NET-ASSETS> 30880914
<DIVIDEND-INCOME> 11212
<INTEREST-INCOME> 1789476
<OTHER-INCOME> 58536
<EXPENSES-NET> 156599
<NET-INVESTMENT-INCOME> 1702625
<REALIZED-GAINS-CURRENT> 1351668
<APPREC-INCREASE-CURRENT> 69593
<NET-CHANGE-FROM-OPS> 1421261
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 1687001
<DISTRIBUTIONS-OF-GAINS> 1250049
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 2645545
<NUMBER-OF-SHARES-REDEEMED> 1594764
<SHARES-REINVESTED> 236097
<NET-CHANGE-IN-ASSETS> 16842563
<ACCUMULATED-NII-PRIOR> 8383
<ACCUMULATED-GAINS-PRIOR> 4588
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 117624
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 184468
<AVERAGE-NET-ASSETS> 19615358
<PER-SHARE-NAV-BEGIN> 11.78
<PER-SHARE-NII> 0.78
<PER-SHARE-GAIN-APPREC> 1.26
<PER-SHARE-DIVIDEND> 0.78
<PER-SHARE-DISTRIBUTIONS> 0.58
<RETURNS-OF-CAPITAL> 0.00
<PER-SHARE-NAV-END> 12.46
<EXPENSE-RATIO> 1
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0

</TABLE>

<ARTICLE> 6
<SERIES>
<NUMBER> 4
<NAME> VIF--UTILITIES PORTFOLIO

<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-END> DEC-31-1997
<INVESTMENTS-AT-COST> 3839342
<INVESTMENTS-AT-VALUE> 4584032
<RECEIVABLES> 9495
<ASSETS-OTHER> 274
<OTHER-ITEMS-ASSETS> 4573
<TOTAL-ASSETS> 4598374
<PAYABLE-FOR-SECURITIES> 0
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 10525
<TOTAL-LIABILITIES> 10525
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 3827152
<SHARES-COMMON-STOCK> 318697
<SHARES-COMMON-PRIOR> 222570
<ACCUMULATED-NII-CURRENT> 2424
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 13583
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 744690
<NET-ASSETS> 4587849
<DIVIDEND-INCOME> 106319
<INTEREST-INCOME> 18784
<OTHER-INCOME> (491)
<EXPENSES-NET> 29375
<NET-INVESTMENT-INCOME> 95237
<REALIZED-GAINS-CURRENT> 27459
<APPREC-INCREASE-CURRENT> 643128
<NET-CHANGE-FROM-OPS> 670587
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 91300
<DISTRIBUTIONS-OF-GAINS> 13881
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 203031
<NUMBER-OF-SHARES-REDEEMED> 114385
<SHARES-REINVESTED> 7481
<NET-CHANGE-IN-ASSETS> 1927601
<ACCUMULATED-NII-PRIOR> 0
<ACCUMULATED-GAINS-PRIOR> 0
<OVERDISTRIB-NII-PRIOR> (1508)
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 19549
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 67438
<AVERAGE-NET-ASSETS> 3358633
<PER-SHARE-NAV-BEGIN> 11.95
<PER-SHARE-NII> 0.30
<PER-SHARE-GAIN-APPREC> 2.48
<PER-SHARE-DIVIDEND> 0.29
<PER-SHARE-DISTRIBUTIONS> 0.04
<RETURNS-OF-CAPITAL> 0.00
<PER-SHARE-NAV-END> 14.40
<EXPENSE-RATIO> 1
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0

</TABLE>

<ARTICLE> 6
<SERIES>
<NUMBER> 7
<NAME> VIF--HEALTH SCIENCES PORTFOLIO

<S> <C>
<PERIOD-TYPE> OTHER
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-START> MAY-22-1997
<PERIOD-END> DEC-31-1997
<INVESTMENTS-AT-COST> 309027
<INVESTMENTS-AT-VALUE> 342790
<RECEIVABLES> 194
<ASSETS-OTHER> 0
<OTHER-ITEMS-ASSETS> 85066
<TOTAL-ASSETS> 428050
<PAYABLE-FOR-SECURITIES> 5092
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 0
<TOTAL-LIABILITIES> 5092
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 401492
<SHARES-COMMON-STOCK> 38318
<SHARES-COMMON-PRIOR> 0
<ACCUMULATED-NII-CURRENT> 3759
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> (16056)
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 33763
<NET-ASSETS> 422958
<DIVIDEND-INCOME> 758
<INTEREST-INCOME> 3012
<OTHER-INCOME> (11)
<EXPENSES-NET> 0
<NET-INVESTMENT-INCOME> 3759
<REALIZED-GAINS-CURRENT> (16056)
<APPREC-INCREASE-CURRENT> 33763
<NET-CHANGE-FROM-OPS> 17707
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 0
<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 85855
<NUMBER-OF-SHARES-REDEEMED> 47537
<SHARES-REINVESTED> 0
<NET-CHANGE-IN-ASSETS> 422958
<ACCUMULATED-NII-PRIOR> 0
<ACCUMULATED-GAINS-PRIOR> 0
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 1191
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 34453
<AVERAGE-NET-ASSETS> 276821
<PER-SHARE-NAV-BEGIN> 10.00
<PER-SHARE-NII> 0.10
<PER-SHARE-GAIN-APPREC> 0.94
<PER-SHARE-DIVIDEND> 0
<PER-SHARE-DISTRIBUTIONS> 0
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 11.04
<EXPENSE-RATIO> 1
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0

</TABLE>

<ARTICLE> 6
<SERIES>
<NUMBER> 8
<NAME> VIF--TECHNOLOGY PORTFOLIO

<S> <C>
<PERIOD-TYPE> OTHER
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-START> MAY-21-1997
<PERIOD-END> DEC-31-1997
<INVESTMENTS-AT-COST> 405497
<INVESTMENTS-AT-VALUE> 388306
<RECEIVABLES> 207
<ASSETS-OTHER> 0
<OTHER-ITEMS-ASSETS> 31294
<TOTAL-ASSETS> 419807
<PAYABLE-FOR-SECURITIES> 0
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 5381
<TOTAL-LIABILITIES> 5381
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 424294
<SHARES-COMMON-STOCK> 36077
<SHARES-COMMON-PRIOR> 0
<ACCUMULATED-NII-CURRENT> 1686
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 5637
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> (17191)
<NET-ASSETS> 414426
<DIVIDEND-INCOME> 294
<INTEREST-INCOME> 1392
<OTHER-INCOME> 0
<EXPENSES-NET> 0
<NET-INVESTMENT-INCOME> 1686
<REALIZED-GAINS-CURRENT> 5637
<APPREC-INCREASE-CURRENT> (17191)
<NET-CHANGE-FROM-OPS> (11554)
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 0
<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 122865
<NUMBER-OF-SHARES-REDEEMED> 86788
<SHARES-REINVESTED> 0
<NET-CHANGE-IN-ASSETS> 414426
<ACCUMULATED-NII-PRIOR> 0
<ACCUMULATED-GAINS-PRIOR> 0
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 1318
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 34205
<AVERAGE-NET-ASSETS> 276521
<PER-SHARE-NAV-BEGIN> 10.00
<PER-SHARE-NII> 0.05
<PER-SHARE-GAIN-APPREC> 1.44
<PER-SHARE-DIVIDEND> 0
<PER-SHARE-DISTRIBUTIONS> 0
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 11.49
<EXPENSE-RATIO> 0
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0

</TABLE>

<ARTICLE> 6
<SERIES>
<NUMBER> 5
<NAME> VIF--DYNAMICS PORTFOLIO

<S> <C>
<PERIOD-TYPE> OTHER
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-START> AUG-25-1997
<PERIOD-END> DEC-31-1997
<INVESTMENTS-AT-COST> 242022
<INVESTMENTS-AT-VALUE> 246138
<RECEIVABLES> 172
<ASSETS-OTHER> 0
<OTHER-ITEMS-ASSETS> 11107
<TOTAL-ASSETS> 257417
<PAYABLE-FOR-SECURITIES> 0
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 0
<TOTAL-LIABILITIES> 0
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 249000
<SHARES-COMMON-STOCK> 24896
<SHARES-COMMON-PRIOR> 0
<ACCUMULATED-NII-CURRENT> 586
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 3715
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 4116
<NET-ASSETS> 257417
<DIVIDEND-INCOME> 478
<INTEREST-INCOME> 115
<OTHER-INCOME> (7)
<EXPENSES-NET> 0
<NET-INVESTMENT-INCOME> 586
<REALIZED-GAINS-CURRENT> 3715
<APPREC-INCREASE-CURRENT> 4116
<NET-CHANGE-FROM-OPS> 7831
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 0
<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 25100
<NUMBER-OF-SHARES-REDEEMED> 204
<SHARES-REINVESTED> 0
<NET-CHANGE-IN-ASSETS> 256417
<ACCUMULATED-NII-PRIOR> 0
<ACCUMULATED-GAINS-PRIOR> 0
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 554
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 31911
<AVERAGE-NET-ASSETS> 99514
<PER-SHARE-NAV-BEGIN> 10.00
<PER-SHARE-NII> 0.02
<PER-SHARE-GAIN-APPREC> 0.32
<PER-SHARE-DIVIDEND> 0
<PER-SHARE-DISTRIBUTIONS> 0
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 10.34
<EXPENSE-RATIO> 1
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0

</TABLE>

<ARTICLE> 6
<SERIES>
<NUMBER> 6
<NAME> VIF--SMALL COMPANY GROWTH PORTFOLIO

<S> <C>
<PERIOD-TYPE> OTHER
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-START> AUG-25-1997
<PERIOD-END> DEC-31-1997
<INVESTMENTS-AT-COST> 244972
<INVESTMENTS-AT-VALUE> 242606
<RECEIVABLES> 58
<ASSETS-OTHER> 0
<OTHER-ITEMS-ASSETS> 27667
<TOTAL-ASSETS> 270331
<PAYABLE-FOR-SECURITIES> 23769
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 0
<TOTAL-LIABILITIES> 23769
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 248999
<SHARES-COMMON-STOCK> 24884
<SHARES-COMMON-PRIOR> 0
<ACCUMULATED-NII-CURRENT> 580
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> (651)
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> (2366)
<NET-ASSETS> 246562
<DIVIDEND-INCOME> 256
<INTEREST-INCOME> 224
<OTHER-INCOME> 0
<EXPENSES-NET> 0
<NET-INVESTMENT-INCOME> 480
<REALIZED-GAINS-CURRENT> (551)
<APPREC-INCREASE-CURRENT> (2366)
<NET-CHANGE-FROM-OPS> (2917)
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 0
<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 25100
<NUMBER-OF-SHARES-REDEEMED> 216
<SHARES-REINVESTED> 0
<NET-CHANGE-IN-ASSETS> 246562
<ACCUMULATED-NII-PRIOR> 0
<ACCUMULATED-GAINS-PRIOR> 0
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 684
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 33184
<AVERAGE-NET-ASSETS> 254303
<PER-SHARE-NAV-BEGIN> 10.00
<PER-SHARE-NII> 0.02
<PER-SHARE-GAIN-APPREC> (0.11)
<PER-SHARE-DIVIDEND> 0
<PER-SHARE-DISTRIBUTIONS> 0
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 9.91
<EXPENSE-RATIO> 1
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0

</TABLE>

<ARTICLE> 6
<SERIES>
<NUMBER> 9
<NAME> VIF--GROWTH PORTFOLIO

<S> <C>
<PERIOD-TYPE> OTHER
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-START> AUG-25-1997
<PERIOD-END> DEC-31-1997
<INVESTMENTS-AT-COST> 246908
<INVESTMENTS-AT-VALUE> 264438
<RECEIVABLES> 319
<ASSETS-OTHER> 0
<OTHER-ITEMS-ASSETS> 6886
<TOTAL-ASSETS> 271643
<PAYABLE-FOR-SECURITIES> 5416
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 0
<TOTAL-LIABILITIES> 5416
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 249000
<SHARES-COMMON-STOCK> 24905
<SHARES-COMMON-PRIOR> 0
<ACCUMULATED-NII-CURRENT> 1333
<OVERDISTRIBUTION-NII> 0
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</TABLE>