INVESCO VARIABLE INVESTMENT FUNDS INC, DEF 14A, 1999-03-26

INVESCO VARIABLE INVESTMENT FUNDS INC
DEF 14A, 1999-03-26

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SCHEDULE 14a INFORMATION
Proxy Statement Pursuant To Section 14(a) of the Securities Exchange Act of 1934

Filed by the Registrant [X]

Filed by a Party other than the Registrant [ ]

Check the appropriate box:

<TABLE>
<S> <C>
[ ] Preliminary Proxy Statement [ ] Confidential, for Use of the
Commission Only (as permitted by
Rule 14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Section 240.14a-11(c) or Section 240.14a-12
</TABLE>

INVESCO VARIABLE INVESTMENT FUNDS, INC.
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(Name of Registrant as Specified in Its Charter)

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(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)

Payment of Filing Fee (Check the appropriate box):

[X] No fee required.

[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.

(1) Title of each class of securities to which transaction applies:

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(2) Aggregate number of securities to which transaction applies:

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(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined):

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(4) Proposed maximum aggregate value of transaction:

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(5) Total fee paid:

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[ ] Fee paid previously with preliminary materials.

[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement
number, or the form or Schedule and the date of its filing.

(1) Amount Previously Paid:

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(2) Form, Schedule or Registration Statement No.:

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(3) Filing Party:

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(4) Date Filed:

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INVESCO LOGO
INVESCO VARIABLE INVESTMENT FUNDS, INC.
INVESCO VIF DYNAMICS FUND
INVESCO VIF GROWTH FUND
INVESCO VIF HEALTH SCIENCES FUND
INVESCO VIF HIGH YIELD FUND
INVESCO VIF INDUSTRIAL INCOME FUND
INVESCO VIF REALTY FUND
INVESCO VIF SMALL COMPANY GROWTH FUND
INVESCO VIF TECHNOLOGY FUND
INVESCO VIF TOTAL RETURN FUND
INVESCO VIF UTILITIES FUND

MARCH 23, 1999
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Dear Shareholder:

The attached proxy materials seek your approval to make certain changes in
the fundamental investment restrictions of INVESCO VIF Dynamics Fund, INVESCO
VIF Growth Fund, INVESCO VIF Health Sciences Fund, INVESCO VIF High Yield Fund,
INVESCO VIF Industrial Income Fund, INVESCO VIF Realty Fund, INVESCO VIF Small
Company Growth Fund, INVESCO VIF Technology Fund, INVESCO VIF Total Return Fund
and INVESCO VIF Utilities Fund (each a "Fund" and, collectively, the "Funds"),
each a series of INVESCO Variable Investment Funds, Inc. (the "Company"), to
elect directors of the Company, and to ratify the appointment of
PricewaterhouseCoopers LLP as independent accountants of each Fund.

YOUR BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE FOR ALL PROPOSALS. The
board believes that the proposed changes are in the best interests of the Funds.
You are being asked to approve certain changes to the fundamental investment
restrictions of the Funds that will modernize their fundamental investment
restrictions and make them more uniform with those of the other INVESCO Funds.
The attached proxy materials provide more information about the proposed changes
in fundamental investment restrictions and the other matters you are being asked
to vote upon.

YOUR VOTE IS IMPORTANT NO MATTER HOW MANY SHARES YOU OWN. Voting your
shares early will permit INVESCO Variable Investment Funds, Inc. to avoid costly
follow-up mail and telephone solicitation. After reviewing the attached
materials, please complete, date, and sign your proxy card and mail it in the
enclosed return envelope promptly. As an alternative to using the paper proxy
card to vote, you may vote by telephone, by facsimile, through the Internet, or
in person.
Very truly yours,

/s/ Mark H. Williamson

Mark H. Williamson
President
INVESCO Variable Investment Funds,
Inc.

9971

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INVESCO VARIABLE INVESTMENT FUNDS, INC.
INVESCO VIF DYNAMICS FUND
INVESCO VIF GROWTH FUND
INVESCO VIF HEALTH SCIENCES FUND
INVESCO VIF HIGH YIELD FUND
INVESCO VIF INDUSTRIAL INCOME FUND
INVESCO VIF REALTY FUND
INVESCO VIF SMALL COMPANY GROWTH FUND
INVESCO VIF TECHNOLOGY FUND
INVESCO VIF TOTAL RETURN FUND
INVESCO VIF UTILITIES FUND

NOTICE OF SPECIAL MEETING OF SHAREHOLDERS OF
MAY 20, 1999
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To The Shareholders:

Notice is hereby given that a special meeting of shareholders (the
"Meeting") of INVESCO VIF Dynamics Fund, INVESCO VIF Growth Fund, INVESCO VIF
Health Sciences Fund, INVESCO VIF High Yield Fund, INVESCO VIF Industrial Income
Fund, INVESCO VIF Realty Fund, INVESCO VIF Small Company Growth Fund, INVESCO
VIF Technology Fund, INVESCO VIF Total Return Fund, and INVESCO VIF Utilities
Fund (each a "Fund" and, collectively, the "Funds"), each a series of INVESCO
Variable Investment Funds, Inc. (the "Company"), will be held on May 20, 1999,
at 10:00 a.m., Mountain Time, at the office of INVESCO Funds Group, Inc., 7800
East Union Avenue, Denver, Colorado, for the following purposes:

1. For each Fund voting separately, to approve certain changes to the
fundamental investment restrictions of each Fund;

2. For the Funds voting together, to elect directors of the Company;

3. For each Fund voting separately, to ratify the selection of
PricewaterhouseCoopers LLP as independent accountants of each Fund; and

4. To transact such other business as may properly come before the
Meeting or any adjournment thereof.
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You are entitled to vote at the Meeting and any adjournment thereof if you
owned shares of any Fund at the close of business on March 12, 1999. IF YOU
ATTEND THE MEETING, YOU MAY VOTE YOUR SHARES IN PERSON. IF YOU DO NOT EXPECT TO
ATTEND THE MEETING, PLEASE COMPLETE, DATE, SIGN, AND RETURN THE ENCLOSED PROXY
CARD IN THE ENCLOSED POSTAGE-PAID ENVELOPE.

By order of the Board of Directors,

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

March 23, 1999
Denver, Colorado

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YOUR VOTE IS IMPORTANT
NO MATTER HOW MANY SHARES YOU OWN

Please indicate your voting instructions on the enclosed proxy card, date
and sign the card, and return it in the envelope provided. IF YOU DATE, SIGN,
AND RETURN THE PROXY CARD BUT GIVE NO VOTING INSTRUCTIONS, YOUR SHARES WILL BE
VOTED "FOR" THE PROPOSALS NOTICED ABOVE. In order to avoid the additional
expense of further solicitation, we ask your cooperation in mailing in your
proxy card promptly. As an alternative to using the paper proxy card to vote,
you may vote by telephone, through the Internet, by facsimile machine or in
person. To vote by telephone, please call 1-800-690-6903. Shares that are
registered in your name, as well as shares held in "street name" through a
broker, may be voted via the Internet or by telephone. To vote in this manner,
you will need the 12-digit "control" number that appears on your proxy card. To
vote via the Internet, please access http://www.proxyvote.com on the World Wide
Web. In addition, shares that are registered in your name may be voted by faxing
your completed proxy card to 1-800-733-1885. If we do not receive your completed
proxy card after several weeks, you may be contacted by our proxy solicitor,
Shareholder Communications Corporation. Our proxy solicitor will remind you to
vote your shares or will record your vote over the phone if you choose to vote
in that manner.

Unless proxy cards submitted by corporations and partnerships are signed by
the appropriate persons as indicated in the voting instructions on the proxy
card, they will not be voted.
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INVESCO VARIABLE INVESTMENT FUNDS, INC.

INVESCO VIF DYNAMICS FUND
INVESCO VIF GROWTH FUND
INVESCO VIF HEALTH SCIENCES FUND
INVESCO VIF HIGH YIELD FUND
INVESCO VIF INDUSTRIAL INCOME FUND
INVESCO VIF REALTY FUND
INVESCO VIF SMALL COMPANY GROWTH FUND
INVESCO VIF TECHNOLOGY FUND
INVESCO VIF TOTAL RETURN FUND
INVESCO VIF UTILITIES FUND
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7800 EAST UNION AVENUE
DENVER, COLORADO 80237
(TOLL FREE) 1-800-646-8372

PROXY STATEMENT

SPECIAL MEETING OF SHAREHOLDERS
MAY 20, 1999

VOTING INFORMATION

This Proxy Statement is being furnished to shareholders of INVESCO VIF
Dynamics Fund ("Dynamics Fund"), INVESCO VIF Growth Fund ("Growth Fund"),
INVESCO VIF Health Sciences Fund ("Health Sciences Fund"), INVESCO VIF High
Yield Fund ("High Yield Fund"), INVESCO VIF Industrial Income Fund ("Industrial
Income Fund"), INVESCO VIF Realty Fund ("Realty Fund"), INVESCO VIF Small
Company Growth Fund ("Small Company Growth Fund"), INVESCO VIF Technology Fund
("Technology Fund"), INVESCO VIF Total Return Fund ("Total Return Fund") and
INVESCO VIF Utilities Fund ("Utilities Fund") (each a "Fund" and, collectively,
the "Funds"), each a series of INVESCO Variable Investment Funds, Inc. (the
"Company"), in connection with the solicitation of proxies from shareholders of
the Funds by the board of directors (the "Board") of the Company for use at a
special meeting of shareholders to be held on May 20, 1999 (the "Meeting"), and
at any adjournment of the Meeting. This Proxy Statement will first be mailed to
shareholders on or about March 23, 1999.

For each Fund, one-third of the Fund's shares outstanding on March 12, 1999
(the "Record Date"), represented in person or by proxy, must be present for the
transaction of business at the Meeting. If a quorum is not present at the
Meeting or a quorum is present but sufficient votes to approve one or more of
the proposals set forth in this Proxy Statement are not received, the persons
named as proxies may propose one or more adjournments of the Meeting to permit
further solicitation of proxies. Any such adjournment will require the
affirmative vote of a majority of those shares represented at the Meeting in
person or by proxy. The persons
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named as proxies will vote those proxies that they are entitled to vote FOR any
proposal in favor of such an adjournment and will vote those proxies required to
be voted AGAINST that proposal against such adjournment. A shareholder vote may
be taken on one or more of the proposals in this Proxy Statement prior to any
such adjournment if a quorum is present with respect to each proposal,
sufficient votes have been received, and it is otherwise appropriate.

Broker non-votes are shares held in street name for which the broker
indicates that instructions have not been received from the beneficial owners or
other persons entitled to vote and for which the broker does not have
discretionary voting authority. Abstentions and broker non-votes will be counted
as shares present for purposes of determining whether a quorum is present but
will not be voted for or against any adjournment or proposal. Accordingly,
abstentions and broker non-votes effectively will be a vote against adjournment
or against any proposal where the required vote is a percentage of the shares
present or outstanding. Abstentions and broker non-votes will not be counted,
however, as votes cast for purposes of determining whether sufficient votes have
been received to approve a proposal.

The proxy card may be revoked by giving another proxy or by letter or
telegram revoking the initial proxy. To be effective, revocation must be
received by the Company prior to the Meeting and must indicate your name and
account number. If you attend the Meeting in person you may, if you wish, vote
by ballot at the Meeting, thereby canceling any proxy previously given.

In order to reduce costs, the notices to a shareholder having more than one
account in a Fund listed under the same social security number at a single
address have been combined. The proxy cards have been coded so that a
shareholder's votes will be counted for each such account.

As of the Record Date, each Fund had the following shares of common stock
outstanding: 25,363.174 (Dynamics Fund); 25,600.244 (Growth Fund); 172,371.615
(Health Sciences Fund); 3,795,661.219 (High Yield Fund); 3,256,924.700
(Industrial Income Fund); 64,753.598 (Realty Fund); 131,187.086 (Small Company
Growth Fund); 136,621.725 (Technology Fund); 2,195,915.778 (Total Return Fund);
and 413,193.774 (Utilities Fund). All shares are owned of record by sub-accounts
of separate accounts of life insurance companies. The separate accounts were
established to fund benefits under variable annuity contracts and variable life
insurance policies issued by the insurance companies. The separate accounts will
vote shares of the Funds as instructed on the proxy cards by their contract or
policy holders. If no instructions are specified on a proxy returned by a
contract or policy holder, the separate accounts will vote the shares of the
Fund represented thereby FOR each of the proposals. The separate accounts will
vote shares for which no proxies are returned in the same proportions as the
shares for which instructions are received. The solicitation of proxies, the
cost of which will be borne half by INVESCO Funds Group, Inc. ("INVESCO"), the
investment adviser and transfer agent of the Funds, and half by the Funds, will
be made primarily by mail but will also be made by telephone or oral
communications by representatives of INVESCO and INVESCO Distributors, Inc.
("IDI"), the distributor of the INVESCO group of investment companies ("INVESCO
Funds"), none of which will receive any compensation for these activities from
the Funds, or by Shareholder Communications Corporation, professional proxy
solicitors, which will be paid fees and expenses of up to approximately $9,300
for soliciting services. If votes are recorded by telephone, Shareholder
Communications Corporation will use procedures designed to authenticate
shareholders' identities, to allow shareholders to authorize the voting of their
shares in accordance with their instructions, and to confirm that a
shareholder's instructions have been properly recorded. You may also vote by
mail, by facsimile or through a secure Internet

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site. Proxies voted by telephone, facsimile or Internet may be revoked at any
time before they are voted at the meeting in the same manner that proxies voted
by mail may be revoked.

COPIES OF THE COMPANY'S MOST RECENT ANNUAL AND SEMI-ANNUAL REPORTS,
INCLUDING FINANCIAL STATEMENTS, HAVE PREVIOUSLY BEEN DELIVERED TO SHAREHOLDERS.
SHAREHOLDERS MAY REQUEST COPIES OF THESE REPORTS, WITHOUT CHARGE, BY WRITING TO
INVESCO DISTRIBUTORS, INC., P.O. BOX 173706, DENVER, COLORADO 80217-3706, OR BY
CALLING TOLL-FREE 1-800-646-8372.

Except as set forth in Appendix A, INVESCO does not know of any person who
owns beneficially 5% or more of the shares of any Fund. Directors and officers
of the Company own in the aggregate less than 1% of the shares of each Fund.

VOTE REQUIRED. Approval of Proposal 1 with respect to a Fund requires the
affirmative vote of a "majority of the outstanding voting securities" of that
Fund, as defined in the Investment Company Act of 1940, as amended (the "1940
Act"). This means that for each Fund, Proposal 1 must be approved by the lesser
of (i) 67% of that Fund's shares present at a meeting of shareholders if the
owners of more than 50% of that Fund's shares then outstanding are present in
person or by proxy or (ii) more than 50% of that Fund's outstanding shares. A
plurality of the votes of the Company cast at the meeting is sufficient to
approve Proposal 2. Approval of Proposal 3 with respect to a Fund requires the
affirmative vote of a majority of the votes of that Fund present at the Meeting,
provided a quorum is present with respect to that Fund. Each outstanding full
share of each Fund is entitled to one vote, and each outstanding fractional
share thereof is entitled to a proportionate fractional share of one vote. If
any Proposal is not approved by the requisite vote of shareholders of a Fund or
the Company, the persons named as proxies may propose one or more adjournments
of the Meeting to permit further solicitation of proxies.

PROPOSAL 1: TO APPROVE AMENDMENTS TO THE FUNDAMENTAL INVESTMENT RESTRICTIONS OF
THE FUNDS

As required by the 1940 Act, each Fund has adopted certain fundamental
investment restrictions ("fundamental restrictions"), which are set forth in the
Funds' Statement of Additional Information. These fundamental restrictions may
be changed only with shareholder approval. Restrictions that a Fund has not
specifically designated as fundamental are considered to be "non-fundamental"
and may be changed by the Board of the Company without shareholder approval.

Some of the Funds' fundamental restrictions reflect past regulatory,
business or industry conditions, practices or requirements that are no longer in
effect. Also, as other INVESCO Funds have been created over the years, these
funds have adopted substantially similar fundamental restrictions that often
have been phrased in slightly different ways, resulting in minor but unintended
differences in effect or potentially giving rise to unintended differences in
interpretation. Accordingly, the Board has approved revisions to the Funds'
fundamental restrictions in order to simplify, modernize and make the Funds'
fundamental restrictions more uniform with those of the other INVESCO Funds.

The Board believes that eliminating the disparities among the INVESCO
Funds' fundamental restrictions will enhance management's ability to manage the
Funds' assets efficiently and effectively in changing regulatory and investment
environments and permit directors to review and monitor investment policies more
easily. In addition, standardizing the fundamental investment restrictions of
the INVESCO Funds will assist

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the INVESCO Funds in making required regulatory filings in a more efficient and
cost-effective way. Although the proposed changes in fundamental restrictions
will allow each Fund greater investment flexibility to respond to future
investment opportunities, the Board does not anticipate that the changes,
individually or in the aggregate, will result at this time in a material change
in the level of investment risk associated with an investment in that Fund.

The text and a summary description of each proposed change to each Fund's
fundamental restrictions are set forth below, together with the text of each
current corresponding fundamental restriction. The text below also describes any
non-fundamental restrictions that would be adopted by the Board in conjunction
with the revision of certain fundamental restrictions. Any non-fundamental
restriction may be modified or eliminated by the Board at any future date
without further shareholder approval.

If approved by the shareholders of a Fund at the Meeting, the proposed
changes to a Fund's fundamental restrictions will be adopted by the Fund. The
Funds' Statement of Additional Information will be revised to reflect those
changes as soon as practicable following the Meeting.

A. MODIFICATION OF FUNDAMENTAL RESTRICTION ON ISSUER DIVERSIFICATION

Each Fund's current fundamental restriction on issuer diversification is as
follows:

The Fund may not, 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.

The Board recommends that shareholders of each Fund vote to replace this
restriction with the following fundamental restriction:

The Fund may not, with respect to 75% of the Fund's total assets,
purchase the securities of any issuer (other than securities issued or
guaranteed by the U.S. Government or any of its agencies or
instrumentalities, or securities of other investment companies) if, as
a result, (i) more than 5% of the Fund's total assets would be
invested in the securities of that issuer, or (ii) the Fund would hold
more than 10% of the outstanding voting securities of that issuer.

The primary purpose of the revision is to revise the Funds' fundamental
restriction on issuer diversification to conform to a restriction that is
expected to become standard for all INVESCO Funds. If the proposed revision is
approved, a Fund could invest without limit in other investment companies to the
extent permitted by the 1940 Act. The proposed change would standardize the
language of the Funds' fundamental restriction on issuer diversification and
provide the Funds' managers with greater investment flexibility.

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B. MODIFICATION OF FUNDAMENTAL RESTRICTION ON INDUSTRY CONCENTRATION AND
ADOPTION OF NON-FUNDAMENTAL RESTRICTION ON INDUSTRY CLASSIFICATION OF
DOMESTIC AND FOREIGN BANKING

Each Fund's current fundamental restriction on industry concentration is as
follows:

The Fund may not 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.

The Board recommends that shareholders of each Fund except the Utilities
Fund, the Health Sciences Fund, the Technology Fund and the Realty Fund vote to
replace that Fund's current fundamental restriction with the following
fundamental restriction:

The Fund may not purchase the securities of any issuer (other than
securities issued or guaranteed by the U.S. Government or any of its
agencies or instrumentalities or municipal securities) if, as a
result, more than 25% of the Fund's total assets would be invested in
the securities of companies whose principal business activities are in
the same industry.

The Board recommends that shareholders of the Utilities Fund vote to
replace the Utilities Fund's current fundamental restriction with the following
fundamental restriction:

The Board recommends that shareholders of the Health Sciences Fund vote to
replace the Health Sciences Fund's current fundamental restriction with the
following fundamental restriction:

The Board recommends that shareholders of the Technology Fund vote to
replace the Technology Fund's current fundamental restriction with the following
fundamental restriction:

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whose principal business activities are in the same industry, except that
the Fund may invest more than 25% of the value of its total assets in the
technology industry.

The Board recommends that shareholders of the Realty Fund vote to replace
the Realty Fund's current fundamental restriction with the following fundamental
restriction:

If the proposed revisions are approved, the Board will also adopt the
following non-fundamental restriction:

With respect to fundamental limitation ( ), domestic and foreign
banking will be considered to be different industries.

The primary purpose of the modification is to eliminate minor differences
in the wording of the INVESCO Funds' current restrictions on concentration for
greater uniformity and to avoid unintended limitations without materially
altering the restriction. It is not expected that this revision will lead to any
changes in the Funds' practices with respect to investment concentration.

C. MODIFICATION OF FUNDAMENTAL RESTRICTION ON UNDERWRITING SECURITIES

Each Fund's current fundamental restriction on underwriting securities is
as follows:

The Fund may not 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.

The Board recommends that shareholders of each Fund vote to replace this
restriction with the following fundamental restriction:

The Fund may not underwrite securities of other issuers, except
insofar as it may be deemed to be an underwriter under the Securities
Act of 1933, as amended, in connection with the disposition of the
Fund's portfolio securities.

The purpose of the proposal is to eliminate minor differences in the
wording of each Fund's current fundamental restriction on underwriting for
greater uniformity with the fundamental restrictions of other INVESCO Funds and
to avoid unintended limitations.

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D. MODIFICATION OF FUNDAMENTAL RESTRICTION ON BORROWING AND ADOPTION OF
NON-FUNDAMENTAL RESTRICTION ON BORROWING.

Each Fund's current fundamental restriction on borrowing securities is as
follows:

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

The Board recommends that shareholders of each Fund vote to replace this
restriction with the following fundamental restriction:

The Fund may not borrow money, except that the Fund may borrow money
in an amount not exceeding 33 1/3% of its total assets (including the
amount borrowed) less liabilities (other than borrowings).

The primary purpose of the proposal is to eliminate differences between the
INVESCO Funds' current restrictions on borrowing and those imposed by the 1940
Act. Currently, each Fund's fundamental restriction is significantly more
limiting than the restrictions imposed by the 1940 Act in that it limits the
purposes for which each Fund may borrow money for "temporary or emergency
purposes." The proposed revision would eliminate the restrictions on the
purposes for which each Fund may borrow money. The Board believes that this
approach, making each Fund's fundamental restriction on borrowing no more
limiting than is required under the 1940 Act, will maximize each Fund's
flexibility for future contingencies.

If the proposal is approved, the Board will adopt a non-fundamental policy
with respect to borrowing for each Fund as follows:

The Fund may borrow only from a bank or from an open-end management
investment company managed by INVESCO Funds Group, Inc. or an
affiliate or a successor thereof for temporary or emergency purposes
(not for leveraging or investing) or by engaging in reverse repurchase
agreements with any party (reverse repurchase agreements will be
treated as borrowings for purposes of fundamental limitation ( )).

The non-fundamental restriction reflects the current policy of the Funds
that borrowing may only be done for temporary or emergency purposes. In addition
to borrowing from banks, as permitted by the Funds' current policy, the
non-fundamental restriction would permit the Funds to borrow from open-end funds
managed by INVESCO or an affiliate or successor thereof. The Funds would not be
able to do so, however, unless they obtain permission for such borrowings from
the SEC. The non-fundamental restriction also clarifies that reverse repurchase
agreements will be treated as borrowings.

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The Board believes that this approach, making each Fund's fundamental
restriction on borrowing no more limiting than is required under the 1940 Act,
while incorporating more strict limits on borrowing in a non-fundamental
restriction, will maximize the Fund's flexibility for future contingencies.

E. ADOPTION OF FUNDAMENTAL RESTRICTION ON ISSUANCE OF SENIOR SECURITIES

The Funds currently have no fundamental restriction regarding the issuance
of senior securities. The Board recommends that shareholders of each Fund vote
to adopt the following fundamental restriction:

The Fund may not issue senior securities, except as permitted under
the Investment Company Act of 1940.

The primary purpose of the proposal is to adopt a fundamental restriction
indicating the extent to which the Funds may issue "senior securities," a term
that is generally defined to refer to fund obligations that have a priority over
a fund's shares with respect to the distribution of fund assets or the payment
of dividends. The Board believes that the adoption of the proposed fundamental
restriction, which does not specify the manner in which senior securities may be
issued and is no more limiting than is required under the 1940 Act, would
maximize the Funds' borrowing flexibility for future contingencies and would
conform to the fundamental restrictions of the other INVESCO Funds on the
issuance of senior securities.

F. MODIFICATION OF FUNDAMENTAL RESTRICTION ON LOANS

Each Fund's current fundamental restriction on loans is as follows:

The Fund may not 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).

The Board recommends that shareholders of each Fund vote to replace this
restriction with the following fundamental restriction:

The Fund may not lend any security or make any 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 the purchase of debt securities
or to repurchase agreements.

The primary purpose of the proposal is to eliminate minor differences in
the wording of the INVESCO Funds' current restrictions on loans to achieve
greater uniformity. The proposed changes to this fundamental restriction are
relatively minor and would have no substantial effects on any Fund's lending
activities or other investments.

G. MODIFICATION OF FUNDAMENTAL RESTRICTION ON INVESTING IN COMMODITIES

Each Fund's current fundamental restriction on the purchase of commodities
is as follows:

The Fund may not 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

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or selling options, futures, swaps and forward contracts or from investing
in securities or other instruments backed by physical commodities).

The Board recommends that shareholders of each Fund vote to replace this
restriction with the following fundamental restriction:

The Fund may not purchase or sell physical commodities; however, this
policy shall not prevent the Fund from purchasing and selling foreign
currency, futures contracts, options, forward contracts, swaps, caps,
floors, collars and other financial instruments.

The proposed changes to this investment restriction are intended to conform
the restriction to those of the other INVESCO Funds and to ensure that each Fund
will have the maximum flexibility to enter into hedging or other transactions
utilizing financial contracts and derivative products when doing so is permitted
by operating policies established for the Funds by the Board. Due to the rapid
and continuing development of derivative products and the possibility of changes
in the definition of "commodities," particularly in the context of the
jurisdiction of the Commodities Futures Trading Commission, it is important for
each Fund's fundamental restriction to be flexible enough to allow it to enter
into hedging and other transactions using these products when doing so is deemed
appropriate by INVESCO and is within the investment parameters established by
the Board. To maximize that flexibility, the Board recommends that each Fund's
fundamental restriction on commodities investments be clear in permitting the
use of derivative products, even if the applicable non-fundamental investment
restrictions of that Fund currently would not allow investment in one or more of
the permitted transactions. The modification is not intended otherwise to modify
any Fund's existing restriction on the purchase or sale of physical commodities.

H. MODIFICATION OF FUNDAMENTAL RESTRICTION ON REAL ESTATE INVESTMENTS

The current fundamental restriction on real estate investments for each
Fund except the Realty Fund is as follows:

The Fund may not 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.

The current fundamental restriction on real estate investments for the
Realty Fund is as follows:

The Fund may not 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.

The Board recommends that shareholders of each Fund except the Realty Fund
vote to replace that Fund's current fundamental restriction with the following
fundamental restriction:

9
<PAGE> 15

The Board recommends that shareholders of the Realty Fund vote to replace
the Realty Fund's current fundamental restriction with the following fundamental
restriction:

The Fund will not purchase or sell real estate unless acquired as a
result of ownership of securities or other instruments (but this shall
not prevent the Fund from investing in securities or other instruments
backed by real estate or securities of companies engaged in the real
estate business). This restriction shall not prohibit the Fund from
directly holding real estate if such real estate is acquired by the
Fund as a result of a default on debt securities held by the Fund.

In addition to conforming each Fund's fundamental restriction to that of
the other INVESCO Funds, the proposed amendment of each Fund's fundamental
restriction on investment in real estate more completely describes the types of
real estate-related securities investments that are permissible for the Funds
and would permit the Funds to purchase or sell real estate acquired as a result
of ownership of securities or other instruments (e.g., through foreclosure on a
mortgage in which a Fund directly or indirectly holds an interest). The Board
believes that this clarification will make it easier for decisions to be made
concerning each Fund's investments in real estate-related securities without
materially altering the general restriction on direct investments in real estate
or interests in real estate.

I. MODIFICATION OF FUNDAMENTAL RESTRICTION ON INVESTING IN ANOTHER INVESTMENT
COMPANY

Each Fund's current fundamental restriction regarding investment in another
investment company is as follows:

The 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.

The Board recommends that shareholders of each Fund vote to replace this
restriction with the following fundamental restriction:

The Fund may, notwithstanding any other fundamental investment policy
or limitation, invest all of its assets in the securities of a single
open-end management investment company managed by INVESCO Funds Group,
Inc. or an affiliate or a successor thereof, with substantially the
same fundamental investment objective, policies and limitations as the
Fund.

The proposed revision to each Fund's current fundamental restriction would
ensure that the INVESCO Funds have uniform policies permitting each Fund to
adopt a "master/feeder" structure whereby one or more INVESCO Funds invest all
of their assets in another INVESCO Fund. The master/feeder structure has the
potential, under certain circumstances, to minimize administration costs and
maximize the possibility of gaining a broader investor base. Currently, none of
the INVESCO Funds intend to establish a master/feeder structure; however, the
Board recommends that each Fund's shareholders adopt a restriction that would
permit this structure in the event that the Board determines to recommend the
adoption of a master/feeder structure by any Fund. The proposed revision, unlike
the current restriction, would require that any fund in which a Fund may invest
under a master/feeder structure be advised by INVESCO or an affiliate thereof.

10
<PAGE> 16

If the proposal is approved, the Board will adopt a non-fundamental
restriction for each Fund as follows:

The Fund may invest in securities issued by other investment
companies to the extent that such investments are consistent
with the Fund's investment objective and policies and
permissible under the 1940 Act.

The primary purpose of this non-fundamental restriction is to conform to
the other INVESCO Funds and to the 1940 Act requirements for investing in other
investment companies. Adoption of this non-fundamental policy will enable each
Fund to purchase the securities of other investment companies to the extent
permitted under the 1940 Act or pursuant to an exemption granted by the SEC. If
a Fund did purchase the securities of another investment company, shareholders
might incur additional expenses because the Fund would have to pay its ratable
share of the expenses of the other investment company.

REQUIRED VOTE. Approval of Proposal 1 with respect to each Fund requires
the affirmative vote of a "majority of the outstanding voting securities" of
that Fund, which for this purpose means the affirmative vote of the lesser of
(i) 67% or more of the shares of that Fund present at the Meeting or represented
by proxy if more than 50% of the outstanding shares of that Fund are so present
or represented, or (ii) more than 50% of the outstanding shares of that Fund.
SHAREHOLDERS WHO VOTE "FOR" PROPOSAL 1 WILL VOTE "FOR" EACH PROPOSED CHANGE
DESCRIBED ABOVE. THOSE SHAREHOLDERS WHO WISH TO VOTE AGAINST ANY OF THE SPECIFIC
PROPOSED CHANGES DESCRIBED ABOVE MAY DO SO ON THE PROXY PROVIDED. ONLY THOSE
SPECIFIC PROPOSED CHANGES APPROVED BY THE REQUIRED VOTE WILL BECOME EFFECTIVE.

THE BOARD UNANIMOUSLY RECOMMENDS
THAT SHAREHOLDERS VOTE "FOR" PROPOSAL 1.

PROPOSAL 2: TO ELECT THE DIRECTORS OF THE COMPANY

The Board has nominated the individuals identified below for election to
the Board at the Meeting. The Company currently has ten directors. Vacancies on
the Board are generally filled by appointment by the remaining directors.
However, the 1940 Act provides that vacancies may not be filled by directors
unless thereafter at least two-thirds of the directors shall have been elected
by shareholders. To ensure continued compliance with this rule without incurring
the expense of calling additional shareholder meetings, shareholders are being
asked at this Meeting to elect the current ten directors to hold office until
the next meeting of shareholders. Consistent with the provisions of the
Company's by-laws, and as permitted by Maryland law, the Company does not
anticipate holding annual shareholder meetings. Thus, the directors will be
elected for indefinite terms, subject to termination or resignation. Each
nominee has indicated a willingness to serve if elected. If any of the nominees
should not be available for election, the persons named as proxies (or their
substitutes) may vote for other persons in their discretion. Management has no
reason to believe that any nominee will be unavailable for election.

All of the Independent Directors (i.e., directors who are not "interested
persons" of the Company, as such term is defined in the 1940 Act) now being
proposed for election were nominated and selected by Independent Directors.
Eight of the ten current directors are Independent Directors.

11
<PAGE> 17

The persons named as attorneys-in-fact in the enclosed proxy have advised
the Company that unless a proxy instructs them to withhold authority to vote for
all listed nominees or for any individual nominee, they will vote all validly
executed proxies for the election of the nominees named below.

The nominees for director, their ages, a description of their principal
occupations, the number of Company shares owned by each, and their respective
memberships on Board committees are listed in the table below.

FRED A. DEERING, Trustee of INVESCO Global 1993 82.649 (2), (3), (5)
Vice Chairman of the Health Sciences Fund.
Board, Age 71 Formerly, Chairman of the
Executive Committee and
Chairman of the Board of
Security Life of Denver
Insurance Company, Denver,
Colorado; Director of ING
American Holdings Company,
and First ING Life Insurance
Company of New York.

MARK H. WILLIAMSON, President, Chief Executive 1998 0 (3), (5)
President, Chief Officer, and Director,
Executive Officer, and INVESCO Distributors Inc.;
Director, President, Chief Executive
Age 47* Officer, and Director,
INVESCO; President, Chief
Operating Officer, and
Trustee, INVESCO Global
Health Sciences Fund.
Formerly, Chairman of the
Board and Chief Executive
Officer, NationsBanc
Advisors, Inc. (1995-1997);
Chairman of the Board,
NationsBanc Investments,
Inc. (1997-1998).
</TABLE>

12
<PAGE> 18

<TABLE>
<CAPTION>
NUMBER OF
COMPANY
SHARES BENEFICIALLY
DIRECTOR OR OWNED
PRINCIPAL OCCUPATION AND EXECUTIVE DIRECTLY OR
NAME, POSITION WITH BUSINESS EXPERIENCE (DURING OFFICER OF THE INDIRECTLY ON MEMBER OF
THE COMPANY, AND AGE THE PAST FIVE YEARS) COMPANY SINCE DEC. 31, 1998 (1) COMMITTEE
- ---------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
DR. VICTOR L. ANDREWS, Professor Emeritus, Chairman 1993 82.649 (4), (6), (8)
Director, Age 68 Emeritus and Chairman of the
CFO Roundtable of the
Department of Finance of
Georgia State University,
Atlanta, Georgia and
President, Andrews Financial
Associates, Inc. (consulting
firm). 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 Sheffield
Funds, Inc.

BOB R. BAKER, President and Chief 1993 82.649 (3), (4), (5)
Director, Age 62 Executive Officer of AMC
Cancer Research Center,
Denver, Colorado, since
January 1989; until December
1988, Vice Chairman of the
Board, First Columbia
Financial Corporation,
Englewood, Colorado.
Formerly, Chairman of the
Board and Chief Executive
Officer of First Columbia
Financial Corporation.

LAWRENCE H. BUDNER, Trust Consultant. Prior to 1993 82.649 (2), (6), (7)
Director, Age 68 June 1987, Senior Vice
President and Senior Trust
Officer, InterFirst Bank,
Dallas, Texas.
</TABLE>

13
<PAGE> 19

<TABLE>
<CAPTION>
NUMBER OF
COMPANY
SHARES BENEFICIALLY
DIRECTOR OR OWNED
PRINCIPAL OCCUPATION AND EXECUTIVE DIRECTLY OR
NAME, POSITION WITH BUSINESS EXPERIENCE (DURING OFFICER OF THE INDIRECTLY ON MEMBER OF
THE COMPANY, AND AGE THE PAST FIVE YEARS) COMPANY SINCE DEC. 31, 1998 (1) COMMITTEE
- ---------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
DR. WENDY LEE GRAMM, Self-employed (since 1993). 1997 82.649 (4), (8)
Director, Age 54 Professor of Economics and
Public Administration,
University of Texas at
Arlington. Formerly,
Chairman, Commodities
Futures Trading Commission
(1988-1993); Administrator
for Information and
Regulatory Affairs, Office
of Management and Budget
(1985-1988); Executive
Director, Presidential Task
Force on Regulatory Relief;
Director, Federal Trade
Commission's Bureau of
Economics. Director of the
Chicago Mercantile Exchange;
Enron Corporation; IBP,
Inc.; State Farm Insurance
Company; Independent Women's
Forum; International
Republic Institute; and the
Republican Women's Federal
Forum.

KENNETH T. KING, Presently retired. Formerly, 1993 82.649 (2), (3), (5),
Director, Age 73 Chairman of the Board, The (6), (7)
Capitol Life Insurance
Company, Providence
Washington Insurance
Company, and Director of
numerous U.S. subsidiaries
thereof. Formerly, Chairman
of the Board, The Providence
Capitol Companies in the
United Kingdom and Guernsey.
Until 1987, Chairman of the
Board, Symbion Corporation.
</TABLE>

14
<PAGE> 20

<TABLE>
<CAPTION>
NUMBER OF
COMPANY
SHARES BENEFICIALLY
DIRECTOR OR OWNED
PRINCIPAL OCCUPATION AND EXECUTIVE DIRECTLY OR
NAME, POSITION WITH BUSINESS EXPERIENCE (DURING OFFICER OF THE INDIRECTLY ON MEMBER OF
THE COMPANY, AND AGE THE PAST FIVE YEARS) COMPANY SINCE DEC. 31, 1998 (1) COMMITTEE
- ---------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
JOHN W. MCINTYRE, Presently retired. Formerly, 1995 82.649 (2), (3), (5),
Director, Age 68 Vice Chairman of the Board, (7)
The Citizens and Southern
Corporation; Chairman of the
Board and Chief Executive
Officer, The Citizens and
Southern Georgia
Corporation; Chairman of the
Board and Chief Executive
Officer, The Citizens and
Southern National Bank.
Trustee of INVESCO Global
Health Sciences Fund and
Gables Residential Trust,
Employee's Retirement System
of Georgia, Emory
University, and J.M. Tull
Charitable Foundation;
Director of Kaiser
Foundation Health Plans of
Georgia, Inc.

DR. LARRY SOLL, Presently retired. Formerly, 1997 82.649 (4), (8)
Director, Age 56 Chairman of the Board (1987-
1994), Chief Executive
Officer (1982-1989 and
1993-1994) and President
(1982-1989) of Synergen Inc.
Director of Synergen Inc.
since incorporation in 1982.
Director of Isis
Pharmaceuticals, Inc.
Trustee of INVESCO Global
Health Sciences Fund.
</TABLE>

- ---------------

* Because of his affiliation with INVESCO, with the Funds' investment adviser,
or with companies affiliated with INVESCO, this individual is deemed to be
an "interested person" of the Company as that term is defined in the 1940
Act.
(1) As interpreted by the SEC, a security is beneficially owned by a person if
that person has or shares voting power or investment power with respect to
that security. The persons listed have partial or complete voting and
investment power with respect to their respective Fund shares.
(2) Member of the Audit Committee
(3) Member of the Executive Committee
(4) Member of the Management Liaison Committee
(5) Member of the Valuation Committee

15
<PAGE> 21

(6) Member of the Compensation Committee
(7) Member of the Soft Dollar Brokerage Committee
(8) Member of the Derivatives Committee

The Board has audit, management liaison, soft dollar brokerage and
derivatives committees consisting of Independent Directors, and compensation,
executive and valuation committees consisting of Independent Directors and
non-independent directors. The Board does not have a nominating committee. The
audit committee, consisting of four Independent Directors, meets quarterly with
the Company's independent accountants and executive officers of the Company.
This committee reviews the accounting principles being applied by the Company in
financial reporting, the scope and adequacy of internal controls, the
responsibilities and fees of the independent accountants, and other matters. All
of the recommendations of the audit committee are reported to the full Board.
During the intervals between the meetings of the Board, the executive committee
may exercise all powers and authority of the Board in the management of the
Company's business, except for certain powers which, under applicable law and/or
the Company's by-laws, may only be exercised by the full Board. All decisions by
the executive committee are subsequently submitted for ratification by the
Board. The management liaison committee meets quarterly with various management
personnel of INVESCO in order to facilitate better understanding of management
and operations of the Company, and to review legal and operational matters that
have been assigned to the committee by the Board, in furtherance of the Board's
overall duty of supervision. The soft dollar brokerage committee meets
periodically to review soft dollar transactions by the Company, and to review
policies and procedures of the Company's adviser with respect to soft dollar
brokerage transactions. The committee then reports on these matters to the
Board. The derivatives committee meets periodically to review derivatives
investments made by the Company. The committee monitors derivatives usage by the
Company and the procedures utilized by the Company's adviser to ensure that the
use of such instruments follows the policies on such instruments adopted by the
Board. The committee then reports on these matters to the Board.

Each Independent Director receives an annual retainer of $56,000 for their
service to the INVESCO Funds. Additionally, each Independent Director receives
$3,000 for in-person attendance at each board meeting and $1,000 for in-person
attendance at each committee meeting. The chairmen of the audit and management
liaison committees receive an annual fee of $4,000 for serving in such capacity.

During the past fiscal year, the Board met four times, the audit committee
met four times, the compensation committee met once, the management liaison
committee met four times, the soft dollar brokerage committee met twice, and the
derivatives committee met twice. The executive committee did not meet. During
the Company's last fiscal year, each Director nominee attended 75% or more of
the Board meetings and meetings of the committees of the Board on which he or
she served.

The Independent Directors nominate individuals to serve as Independent
Directors, without any specific nominating committee. The Board ordinarily will
not consider unsolicited director nominations recommended by the Funds'
shareholders. The Board, including its Independent Directors, unanimously
approved the nomination of the foregoing persons to serve as directors and
directed that the election of these nominees be submitted to the Company's
shareholders.

16
<PAGE> 22

The following table sets forth information relating to the compensation
paid to directors during the last fiscal year:

COMPENSATION TABLE

<TABLE>
<CAPTION>
AMOUNTS PAID DURING THE MOST RECENT FISCAL YEAR BY THE COMPANY TO DIRECTORS
-----------------------------------------------------------------------------------------
PENSION OR RETIREMENT TOTAL COMPENSATION FROM
AGGREGATE BENEFITS ACCRUED AS PART ESTIMATED ANNUAL THE COMPANY AND THE
COMPENSATION FROM OF THE COMPANY'S BENEFITS UPON OTHER 14 INVESCO FUNDS
NAME OF PERSON, POSITION THE COMPANY(1) EXPENSES(2) RETIREMENTS(3) PAID TO DIRECTORS(1)
- -------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Fred A. Deering........ $ 8,748 $ 386 $ 261 $103,700
Vice Chairman of the
Board and Director
Dr. Victor L. Andrews... 8,714 369 287 80,350
Director
Bob R. Baker........... 8,738 330 385 84,000
Director
Lawrence H. Budner..... 8,708 369 287 79,350
Director
Daniel D. Chabris(4)... 6,437 377 236 70,000
Director
Dr. Wendy L. Gramm..... 8,705 0 0 79,000
Director
Kenneth T. King........ 8,697 394 236 77,050
Director
John W. McIntyre....... 8,709 0 0 98,500
Director
Dr. Larry Soll......... 8,699 0 0 96,000
Director
------- ------- ------ --------
TOTAL.................. $76,155 $ 2,225 $1,692 $767,950
======= ======= ====== ========
AS A PERCENTAGE OF NET
ASSETS................. 0.0505%(5) 0.0015%(5) 0.0035%(6)
</TABLE>

- ---------------

(1) The Vice Chairman of the Board, the chairmen of the audit, management
liaison, derivatives, soft dollar brokerage and compensation committees, and
Independent Director members of the committees of the Company 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 Funds' share of the estimated annual benefits
payable by the INVESCO Complex (excluding INVESCO Global Health Sciences
Fund, which does not participate in this retirement plan) upon the
directors' retirement, calculated using the current method of allocating
director compensation among the INVESCO Funds. These estimated benefits
assume retirement at age 72 and that the basic retainer payable to the
directors 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

17
<PAGE> 23

higher estimated benefits for directors who are farther from retirement.
With the exception of Drs. Soll and Gramm, each of these directors has
served as director of one or more of the INVESCO Funds for the minimum
five-year period required to be eligible to participate in the Defined
Benefit Deferred Compensation Plan. Although Mr. McIntyre became eligible to
participate in the Defined Benefit Deferred Compensation Plan as of November
1, 1998, he will not be included in the calculation of retirement benefits
until November 1, 1999.

(4) Mr. Chabris retired as a director effective September 30, 1998.
(5) Total as a percentage of the Funds' net assets as of December 31, 1998.

(6) Total as a percentage of the 15 INVESCO Funds in the Complex's net assets as
of December 31, 1998.

The Company pays its Independent Directors, Board vice chairman, committee
chairmen and committee members the fees described above. The Company also
reimburses its Independent Directors for travel expenses incurred in attending
meetings. Charles W. Brady, Chairman of the Board, and Mark H. Williamson,
President, Chief Executive Officer, and Director, as "interested persons" of the
Company and of other INVESCO Funds, receive compensation and are reimbursed for
travel expenses incurred in attending meetings as officers or employees of
INVESCO or its affiliated companies, but do not receive any director's fees or
other compensation from the Company or other INVESCO Funds for their services as
directors.

The overall direction and supervision of the Company is the responsibility
of the Board, which has the primary duty of ensuring that the Company's general
investment policies and programs are adhered to and that the Company is properly
administered. The officers of the Company, all of whom are officers and
employees of and paid by INVESCO, are responsible for the day-to-day
administration of the Company Fund. The investment adviser for the Company has
the primary responsibility for making investment decisions on behalf of the
Company. These investment decisions are reviewed by the investment committee of
INVESCO.

All of the officers and directors of the Company hold comparable positions
with the following INVESCO Funds: INVESCO Bonds Funds, Inc. (formerly, INVESCO
Income Funds, Inc.), INVESCO Combination Stock & Bond Funds, Inc. (formerly,
INVESCO Flexible Funds, Inc. and INVESCO Multiple Asset Funds, Inc.), INVESCO
Diversified Funds, Inc., INVESCO Emerging Opportunity Funds, Inc., INVESCO
Growth Funds, Inc. (formerly, INVESCO Growth Fund, Inc.), INVESCO Industrial
Income Fund, Inc., INVESCO International Funds, Inc., INVESCO Money Market
Funds, Inc., INVESCO Sector Funds, Inc. (formerly, INVESCO Strategic Portfolios,
Inc.), INVESCO Specialty Funds, Inc., INVESCO Stock Funds, Inc. (formerly,
INVESCO Equity Funds, Inc. and INVESCO Capital Appreciation Funds, Inc.),
INVESCO Tax-Free Income Funds, Inc., INVESCO Value Trust and INVESCO Treasurer's
Series Trust.

The Boards of the Funds managed by INVESCO have adopted a Defined Benefit
Deferred Compensation Plan (the "Plan") for the non-interested directors and
trustees of the Funds. Under the Plan, each director or trustee who is not an
interested person of the Funds (as defined in Section 2(a)(19) of the 1940 Act)
and who has served for at least five years (a "Qualified Director") is entitled
to receive, upon termination of service as director (normally at retirement age
72 or the retirement age of 73 or 74, if the retirement date is extended by the
Boards for one or two years, but less than three years) continuation of payment
for one year (the "First Year Retirement Benefit") of the annual basic retainer
and annualized board meeting fees payable by the Funds to the Qualified Director
at the time of his or her retirement (the "Basic Benefit"). Commencing with any
such director's second year of retirement, and commencing with the first year of
retirement of any 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 50% of the Basic Benefit. These payments will continue for the
remainder of the Qualified Director's life or ten years, whichever is longer
(the

18
<PAGE> 24

"Reduced Benefit 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 Reduced Benefit Payments will be made to him or her
or to his or her beneficiary or estate. If a Qualified Director becomes disabled
or dies either prior to age 72 or during his or 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 Benefit Payments will be made to
his or 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 INVESCO
Funds in a manner determined to be fair and equitable by the committee. The
Funds began making payments to Mr. Chabris as of October 1, 1998 under the Plan.
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 Independent Directors have contributed to a deferred compensation plan,
pursuant to which they have deferred receipt of a portion of the compensation
which they would otherwise have been paid as directors of certain of the INVESCO
Funds. The deferred amounts have been invested in shares of certain INVESCO
Funds. Each Independent Director may, therefore, be deemed to have an indirect
interest in shares of each such INVESCO Fund, in addition to any Fund shares
that they may own directly or beneficially.

REQUIRED VOTE. Election of each nominee as a director of the Company
requires the affirmative vote of a plurality of the votes of the Company cast at
the Meeting in person or by proxy.

THE BOARD, INCLUDING THE INDEPENDENT DIRECTORS,
UNANIMOUSLY RECOMMENDS THAT SHAREHOLDERS
VOTE "FOR" EACH OF THE NOMINEES IN PROPOSAL 2.

PROPOSAL 3: RATIFICATION OR REJECTION OF THE SELECTION OF INDEPENDENT
ACCOUNTANTS

The Board of the Company, including all of its Independent Directors, has
selected PricewaterhouseCoopers LLP to continue to serve as independent
accountants of each Fund, subject to ratification by each Fund's shareholders.
PricewaterhouseCoopers LLP has no direct financial interest or material indirect
financial interest in any of the Funds. Representatives of
PricewaterhouseCoopers LLP are not expected to attend the Meeting, but have been
given the opportunity to make a statement if they so desire, and will be
available should any matter arise requiring their presence.

The independent accountants examine annual financial statements for the
Funds and provide other audit and tax-related services. In recommending the
selection of PricewaterhouseCoopers LLP, the directors reviewed the nature and
scope of the services to be provided (including non-audit services) and whether
the performance of such services would affect the accountants' independence.

REQUIRED VOTE. Ratification of the selection of PricewaterhouseCoopers LLP
as independent accountants with respect to a Fund requires the vote of a
majority of the votes of that Fund present at the Meeting, provided a quorum is
present with respect to that Fund.

THE BOARD UNANIMOUSLY RECOMMENDS THAT
SHAREHOLDERS VOTE "FOR" PROPOSAL 3.

19
<PAGE> 25

INFORMATION CONCERNING ADVISER, SUB-ADVISER,
DISTRIBUTOR AND AFFILIATED COMPANIES

INVESCO, a Delaware corporation, serves as each Fund's investment adviser,
and provides other services to each Fund and to the Company. Pursuant to
agreements with INVESCO, INVESCO Capital Management, Inc. ("ICM") serves as
investment sub-adviser to the Total Return Fund and INVESCO Realty Advisors,
Inc. ("IRAI") serves as investment sub-adviser to the Realty Fund. INVESCO
Distributors, Inc., a Delaware corporation that serves as each Fund's
distributor ("IDI"), is a wholly owned subsidiary of INVESCO. INVESCO is a
wholly owned subsidiary of INVESCO North American Holdings, Inc. ("INAH"), 1315
Peachtree Street, N.E., Atlanta, Georgia 30309. INAH is an indirect wholly owned
subsidiary of AMVESCAP PLC.(1)

The corporate headquarters of AMVESCAP PLC are located at 11 Devonshire
Square, London, EC2M 4YR, England. INVESCO's and IDI's offices are located at
7800 East Union Avenue, Denver, Colorado 80237. ICM's offices are located at
1315 Peachtree Street, N.E., Atlanta, Georgia 30309. IRAI's offices are located
at One Lincoln Center, Suite 700, 5400 LBJ Freeway, LB-2, Dallas, Texas, 75240.
INVESCO currently serves as investment adviser of 14 open-end investment
companies having approximate aggregate net assets in excess of $21.1 billion, as
of December 31, 1998.

The principal executive officers and directors of INVESCO and their
principal occupations are:

Mark H. Williamson, Chairman of the Board, President, Chief Executive
Officer and Director, also, President and Chief Executive Officer of IDI;
Charles P. Mayer, Senior Vice President and Director, also, Senior Vice
President and Director of IDI; Ronald L. Grooms, Director, Senior Vice-President
and Treasurer, also, Director, Senior Vice-President and Treasurer of IDI;
Richard W. Healey, Senior Vice President and Director, also, Senior Vice
President and Director of IDI; Timothy J. Miller, Senior Vice President and
Director, also, Senior Vice President and Director of IDI; and Glen A. Payne,
Senior Vice-President, Secretary and General Counsel, also Senior
Vice-President, Secretary and General Counsel of IDI.

The address of each of the foregoing officers and directors is 7800 East
Union Avenue, Denver, Colorado 80237.

INVESCO, as investment adviser, has contracted with ICM, as investment
sub-adviser, to provide portfolio investment advisory services to the Total
Return Fund. The principal executive officers and directors of ICM and their
principal occupations are:

Frank M. Bishop, President, Chief Executive Officer and Director;
Edward C. Mitchell, Jr., Chairman of the Board; Terrence J. Miller,
Deputy President and Director; Timothy J. Culler, Chief Investment
Officer, Vice President, and Director; David Hartley, Chief Financial
Officer and Treasurer; Julie A. Skaggs, Vice President and Secretary;
Luis A. Aguilar, Vice President and Assistant Secretary; Stephen A.
Dana, Vice President and Director; Thomas W. Norwood, Vice President
and Director; Donald B. Saltee, Vice President and Director; Thomas L.
Shields, Vice President and Director; Wendell M. Starke, Vice
President and Director; A.D. Frazier, Director; and Deborah Lamb,
Assistant Secretary.

- ---------------

1 The intermediary companies between INAH and AMVESCAP PLC are as follows:
INVESCO, Inc., AMVESCAP Group Services, Inc., AVZ, Inc. and INVESCO North
American Group, Ltd., each of which is wholly owned by its immediate parent.

20
<PAGE> 26

The address of each of the foregoing officers and directors is 1315
Peachtree Stree, N.E., Atlanta, Georgia 30309.

INVESCO, as investment adviser, has contracted with IRAI, as investment
sub-adviser, to provide portfolio investment advisory services to the Realty
Fund. The principal executive officers and directors of IRAI and their principal
occupations are:

David A. Ridley, Chairman and Director; David N. Farmer, Executive
Vice President; A.D. Frazier, Director; Shellie M. Sims, Vice
President and Secretary; Deborah A. Lamb, Assistant Secretary; Ronald
L. Ragsdale, Vice President and Assistant Secretary; and Dinah L.
Monger, Treasurer and Assistant Secretary.

The address of each of the foregoing officers and directors is One Lincoln
Center, Suite 700, 5400 LBJ Freeway, LB-2, Dallas, Texas 75240.

Pursuant to an Administrative Services Agreement between the Company and
INVESCO, INVESCO provides administrative services to the Company, including
sub-accounting and recordkeeping services and functions. For such services, the
Funds pay INVESCO a fee consisting of a base fee of $10,000 per year, plus an
additional incremental fee computed at the annual rate of 0.015% per year of the
average net assets of each Fund. INVESCO is also paid a fee by the Company for
providing transfer agent services, including acting as the Company's registrar,
transfer agent and dividend disbursing agent. During the fiscal year ended
December 31, 1998, the Company paid INVESCO total compensation of $192,446 for
such services.

OTHER BUSINESS

The Board knows of no other business to be brought before the Meeting. If,
however, any other matters properly come before the Meeting, it is the intention
that proxies that do not contain specific instructions to the contrary will be
voted on such matters in accordance with the judgment of the persons designated
in the proxies.

21
<PAGE> 27

SHAREHOLDER PROPOSALS

The Company does not hold annual meetings of shareholders. Shareholders
wishing to submit proposals for inclusion in a proxy statement and form of proxy
for a subsequent shareholders' meeting should send their written proposals to
the Secretary of the Company, 7800 East Union Avenue, Denver, Colorado 80237.
The Company has not received any shareholder proposals to be presented at this
meeting.

By order of the Board of Directors,

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

March 23, 1999

22
<PAGE> 28

APPENDIX A

PRINCIPAL SHAREHOLDERS

The following table sets forth the beneficial ownership of each Fund's
outstanding equity securities as of March 12, 1999 by each beneficial owner of
5% or more of a Fund's outstanding equity securities.

<TABLE>
<CAPTION>
BENEFICIAL OWNERS OF 5% OR MORE OF DYNAMICS FUND
------------------------------------------------
AMOUNT AND NATURE
NAME AND ADDRESS OF OWNERSHIP PERCENT
- -----------------------------------------------------------------------------------------
<S> <C> <C>
INVESCO Funds Group Inc. ................................... [25,287.0220] [99.70%]
Attn: Sheila Wendland Record
P.O. Box 173706
Denver, CO 80217-3706
</TABLE>

<TABLE>
<CAPTION>
BENEFICIAL OWNERS OF 5% OR MORE OF GROWTH FUND
----------------------------------------------
AMOUNT AND NATURE
NAME AND ADDRESS OF OWNERSHIP PERCENT
- -----------------------------------------------------------------------------------------
<S> <C> <C>
INVESCO Funds Group Inc. ................................... [25,537.7640] [99.76%]
Attn: Sheila Wendland Record
P.O. Box 173706
Denver, CO 80217-3706
</TABLE>

<TABLE>
<CAPTION>
BENEFICIAL OWNERS OF 5% OR MORE OF HEALTH SCIENCES FUND
-------------------------------------------------------
AMOUNT AND NATURE
NAME AND ADDRESS OF OWNERSHIP PERCENT
- ------------------------------------------------------------------------------------------
<S> <C> <C>
Fortis Benefits Insurance Co................................ [137,234.7220] [79.62%]
Attn: Brian Perkins Record
P.O. Box 64284
St. Paul, MN 55164-0284
INVESCO Funds Group Inc. ................................... [25,065.8370] [14.54%]
Attn: Sheila Wendland Record
P.O. Box 173706
Denver, CO 80217-3706
First Fortis Life Ins. Co. NY............................... [10,013.3840] [5.81%]
Separate Account A Record
P.O. Box 64284
St. Paul, MN 55164-0284
</TABLE>

A-1
<PAGE> 29

<TABLE>
<CAPTION>
BENEFICIAL OWNERS OF 5% OR MORE OF HIGH YIELD FUND
--------------------------------------------------
AMOUNT AND NATURE
NAME AND ADDRESS OF OWNERSHIP PERCENT
- ------------------------------------------------------------------------------------------
<S> <C> <C>
Security Life Separate Account L1........................... [733,570.4050] [19.33%]
Attn: Chris Smythe Record
Unit Valuations 2T2
8515 E. Orchard Road
Englewood, CO 80111-5002
Security Life Separate Account A1........................... [534,908.0450] [14.09%]
Attn: Chris Smythe Record
Unit Valuations 2T2
1001 N. Jefferson St.
Wilmington, DE 19801-1493
Great American Reserve Insurance Company.................... [194,588.0430] [5.13%]
Attn: Separate Accounts C1B
11825 North Pennsylvania St.
Carmel, IN 46032-4555
</TABLE>

<TABLE>
<CAPTION>
BENEFICIAL OWNERS OF 5% OR MORE OF INDUSTRIAL INCOME FUND
---------------------------------------------------------
AMOUNT AND NATURE
NAME AND ADDRESS OF OWNERSHIP PERCENT
- ------------------------------------------------------------------------------------------
<S> <C> <C>
Great-West Life & Annuity................................... [1,276,981.5870] [39.21%]
Unit Valuations 2T2 Record
8515 E. Orchard Road
Englewood, CO 80111-5002
Security Life Separate Account L1........................... [588,885.7580] [18.08%]
Attn: Chris Smythe Record
Unit Valuations 2T2
8515 E. Orchard Road
Englewood, CO 80111-5002
Security Life Separate Account A1........................... [488,037.9410] [14.98%]
Attn: Chris Smythe Record
Unit Valuations 2T2
1001 N. Jefferson St.
Wilmington, DE 19801-1493
Separate Account VA-5 of Transamerica Occidental Life
Insurance Company......................................... [247,123.3020] [7.59%]
Attn: Variable Annuity Dept Record
P.O. Box 33849
Charlotte, NC 28233-3849
Annuity Investors Life Ins. Co.............................. [166,600.5810] [5.12%]
250 East Fifth St. Record
Cincinnati, OH 45202-4119
</TABLE>

A-2
<PAGE> 30

<TABLE>
<CAPTION>
BENEFICIAL OWNERS OF 5% OR MORE OF REALTY FUND
----------------------------------------------
AMOUNT AND NATURE
NAME AND ADDRESS OF OWNERSHIP PERCENT
- ------------------------------------------------------------------------------------------
<S> <C> <C>
SAFECO Mutual Funds......................................... [39,070.4410] [60.34%]
Attn: Steve Ballagh Record
P.O. Box 34890
Seattle, WA 98124-1890
INVESCO Funds Group, Inc. .................................. [25,582.7090] [39.51%]
Attn: Sheila Wendland
P.O. Box 173706
Denver, CO 80217-3706
</TABLE>

<TABLE>
<CAPTION>
BENEFICIAL OWNERS OF 5% OR MORE OF SMALL COMPANY GROWTH FUND
------------------------------------------------------------
AMOUNT AND NATURE
NAME AND ADDRESS OF OWNERSHIP PERCENT
- ------------------------------------------------------------------------------------------
<S> <C> <C>
Security Life Separate Account L1........................... [106,195.4570] [80.95%]
Attn: Chris Smythe Record
Unit Valuations 2T2
8515 E. Orchard Road
Englewood, CO 80111-5002
INVESCO Funds Group Inc. ................................... [24,911.6130] [18.99%]
Attn: Sheila Wendland Record
P.O. Box 173706
Denver, CO 80217-3706
</TABLE>

<TABLE>
<CAPTION>
BENEFICIAL OWNERS OF 5% OR MORE OF TECHNOLOGY FUND
--------------------------------------------------
AMOUNT AND NATURE
NAME AND ADDRESS OF OWNERSHIP PERCENT
- ------------------------------------------------------------------------------------------
<S> <C> <C>
Fortis Benefits Insurance Co................................ [111,140.1050] [81.35%]
Attn: Brian Perkins Record
P.O. Box 64284
St. Paul, MN 55164-0284
INVESCO Funds Group Inc. ................................... [21,304.8530] [15.59%]
Attn: Sheila Wendland Record
P.O. Box 173706
Denver, CO 80217-3706
</TABLE>

A-3
<PAGE> 31

<TABLE>
<CAPTION>
BENEFICIAL OWNERS OF 5% OR MORE OF TOTAL RETURN FUND
----------------------------------------------------
AMOUNT AND NATURE
NAME AND ADDRESS OF OWNERSHIP PERCENT
- ------------------------------------------------------------------------------------------
<S> <C> <C>
Security Life Separate Account L1........................... [547,109.4080] [24.95%]
Attn: Chris Smythe Record
Unit Valuations 2T2
8515 E. Orchard Road
Englewood, CO 80111-5002
Security Life Separate Account A1........................... [347,489.0910] [15.84%]
Attn: Chris Smythe Record
Unit Valuations 2T2
1001 N. Jefferson St.
Wilmington, DE 19801-1493
Annuity Investors Life Ins. Co. ............................ [121,824.8600] [5.55%]
250 East Fifth St. Record
Cincinnati, OH 45202-4119
</TABLE>

<TABLE>
<CAPTION>
BENEFICIAL OWNERS OF 5% OR MORE OF UTILITIES FUND
-------------------------------------------------
AMOUNT AND NATURE
NAME AND ADDRESS OF OWNERSHIP PERCENT
- ------------------------------------------------------------------------------------------
<S> <C> <C>
Security Life Separate Account A1........................... [235,276.0950] [56.94%]
Attn: Chris Smythe Record
Unit Valuations 2T2
1001 N. Jefferson St.
Wilmington, DE 19801-1493
Security Life Separate Account L1........................... [137,152.6610] [33.19%]
Attn: Chris Smythe Record
Unit Valuations 2T2
8515 E. Orchard Road
Englewood, CO 80111-5002
Southland Life Insurance Co. ............................... [24,113.6530] [5.84%]
Southland Separate Account A1 Record
02/25/94
Attn: Dir. Mkt. Support Services
5780 Powers Ferry Road
Atlanta, GA 30327-4349
</TABLE>

A-4
<PAGE> 32
[Name and Address]

INVESCO VIF DYNAMICS FUND

INVESCO VARIABLE INVESTMENT FUNDS, Inc.

PROXY FOR THE SPECIAL MEETING OF SHAREHOLDERS
May 20, 1999

This proxy is being solicited on behalf of the Board of Directors of
INVESCO Variable Investment Funds, Inc. (the "Company") and relates to the
proposals with respect to the Company and to INVESCO VIF Dynamics Fund ("Fund"),
a series of the Company. The undersigned hereby appoints as proxies Fred A.
Deering and Mark H. Williamson, and each of them (with power of substitution),
to vote all shares of common stock of the undersigned in the Fund at the Special
Meeting of Shareholders to be held at 10:00 a.m., Mountain Standard Time, on May
20, 1999, at the offices of the Company, 7800 East Union Avenue, Denver,
Colorado 80237, and any adjournment thereof ("Meeting"), with all the power the
undersigned would have if personally present.

The shares represented by this proxy will be voted as instructed.
Unless indicated to the contrary, this proxy shall be deemed to grant authority
to vote "FOR" all proposals relating to the Company and to the Fund with
discretionary power to vote upon such other business as may properly come before
the Meeting.

YOUR VOTE IS IMPORTANT. IF YOU ARE NOT VOTING BY PHONE, FACSIMILE, OR INTERNET,
PLEASE DATE AND SIGN THIS PROXY BELOW AND RETURN IT PROMPTLY IN THE ENCLOSED
ENVELOPE.

TO VOTE BY TOUCH-TONE PHONE OR THE INTERNET, PLEASE CALL 1-800-690-6903 TOLL
FREE OR VISIT HTTP://WWW.PROXYVOTE.COM. TO VOTE BY FACSIMILE TRANSMISSION,
PLEASE FAX YOUR COMPLETED PROXY CARD TO 1-800-733-1885.

TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS:

[X] KEEP THIS PORTION FOR YOUR RECORDS

<PAGE> 33

DETACH AND RETURN THIS PORTION ONLY

THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED.

INVESCO VIF DYNAMICS FUND

INVESCO VARIABLE INVESTMENT FUNDS, Inc.

<TABLE>
<S> <C> <C> <C> <C> <C> <C>
VOTE ON DIRECTORS FOR WITHHOLD FOR ALL
ALL ALL EXCEPT
2. Election of the Company's Board of Directors: [ ] [ ] [ ] To withhold authority
(1) Charles W. Brady; (2) Fred A. Deering; (3) to vote, mark "For All
Mark H. Williamson; (4) Dr. Victor L. Andrews; Except" and write the
(5) Bob R. Baker; (6) Lawrence H. Budner; nominee's number on the
(7) Dr. Wendy Lee Gramm; (8) Kenneth T. King; line below.
(9) John W. McIntyre; and (10) Dr. Larry Soll.

VOTE ON PROPOSALS FOR AGAINST ABSTAIN
1. Approval of changes to the fundamental investment restrictions; [ ] [ ] [ ]
[ ] To vote against the proposed changes to one or more of the specific
fundamental investment restrictions, but to approve others, PLACE AN "X" IN
THE BOX AT LEFT and indicate the letter(s) (as set forth in the proxy
statement) of the investment restriction or restrictions you do not want to
change on the line on the reverse side. IF YOU CHOOSE TO VOTE DIFFERENTLY
ON INDIVIDUAL RESTRICTIONS, YOU MUST MAIL IN YOUR PROXY CARD. IF YOU CHOOSE
TO VOTE THE SAME ON ALL RESTRICTIONS PERTAINING TO YOUR FUND, TELEPHONE AND
INTERNET VOTING ARE AVAILABLE.

3. Ratification of the selection of PricewaterhouseCoopers LLP as the Fund's [ ] [ ] [ ]
Independent Public Accountants.
</TABLE>

YOUR VOTE IS IMPORTANT. IF YOU ARE NOT VOTING BY PHONE, FACSIMILE, OR INTERNET,
PLEASE DATE AND SIGN THIS PROXY BELOW AND RETURN IT PROMPTLY IN THE ENCLOSED
ENVELOPE.

Please sign exactly as name appears hereon. If stock is held in the name of
joint owners, each should sign. Attorneys-in-fact, executors, administrators,
etc. should so indicate. If shareholder is a corporation or partnership, please
sign in full corporate or partnership name by authorized person.

- ---------------------------------------------- -------------------------------
Signature Date

- ---------------------------------------------- -------------------------------
Signature (Joint Owners) Date

<PAGE> 34

[Back]

To vote against the proposed changes to one or more
of the specific fundamental investment restrictions,
indicate the letter(s) (as set forth in the proxy
statement) of the investment restriction or restrictions
you do not want to change on the line at the right. IF
YOU CHOOSE TO VOTE DIFFERENTLY ON INDIVIDUAL
RESTRICTIONS, YOU MUST MAIL IN YOUR PROXY CARD. IF
YOU CHOOSE TO VOTE THE SAME ON ALL RESTRICTIONS
PERTAINING TO YOUR FUND, TELEPHONE AND INTERNET
VOTING ARE AVAILABLE.
1._______________________________

<PAGE> 35

[Name and Address]

INVESCO VIF GROWTH FUND

INVESCO VARIABLE INVESTMENT FUNDS, Inc.

PROXY FOR THE SPECIAL MEETING OF SHAREHOLDERS
May 20, 1999

This proxy is being solicited on behalf of the Board of Directors of
INVESCO Variable Investment Funds, Inc. (the "Company") and relates to the
proposals with respect to the Company and to INVESCO VIF Growth Fund ("Fund"), a
series of the Company. The undersigned hereby appoints as proxies Fred A.
Deering and Mark H. Williamson, and each of them (with power of substitution),
to vote all shares of common stock of the undersigned in the Fund at the Special
Meeting of Shareholders to be held at 10:00 a.m., Mountain Standard Time, on May
20, 1999, at the offices of the Company, 7800 East Union Avenue, Denver,
Colorado 80237, and any adjournment thereof ("Meeting"), with all the power the
undersigned would have if personally present.

YOUR VOTE IS IMPORTANT. IF YOU ARE NOT VOTING BY PHONE, FACSIMILE, OR INTERNET,
PLEASE DATE AND SIGN THIS PROXY BELOW AND RETURN IT PROMPTLY IN THE ENCLOSED
ENVELOPE.

TO VOTE BY TOUCH TONE PHONE OR THE INTERNET, PLEASE CALL 1-800-690-6903 TOLL
FREE OR VISIT HTTP://WWW.PROXYVOTE.COM. TO VOTE BY FACSIMILE TRANSMISSION,
PLEASE FAX YOUR COMPLETED PROXY CARD TO 1-800-733-1885.

TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS:

[X] KEEP THIS PORTION FOR YOUR RECORDS

<PAGE> 36

DETACH AND RETURN THIS PORTION ONLY

THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED.

INVESCO VIF GROWTH FUND

INVESCO VARIABLE INVESTMENT FUNDS, Inc.

VOTE ON PROPOSALS FOR AGAINST ABSTAIN
1. Approval of changes to the fundamental investment restrictions; [ ] [ ] [ ]
[ ] To vote against the proposed changes to one or more of the specific
fundamental investment restrictions, but to approve others, PLACE AN "X" IN
THE BOX AT LEFT and indicate the letters(s) (as set forth in the proxy
statement) of the investment restriction or restrictions you do not want to
change on the line on the reverse side. IF YOU CHOOSE TO VOTE DIFFERENTLY
ON INDIVIDUAL RESTRICTIONS, YOU MUST MAIL IN YOUR PROXY CARD. IF YOU CHOOSE
TO VOTE THE SAME ON ALL RESTRICTIONS PERTAINING TO YOUR FUND, TELEPHONE AND
INTERNET VOTING ARE AVAILABLE.

3. Ratification of the selection of PricewaterhouseCoopers LLP as the [ ] [ ] [ ]
Independent Public Accountants.
</TABLE>

YOUR VOTE IS IMPORTANT. IF YOU ARE NOT VOTING BY PHONE, FACSIMILE, OR INTERNET,
PLEASE DATE AND SIGN THIS PROXY BELOW AND RETURN IT PROMPTLY IN THE ENCLOSED
ENVELOPE.

- ---------------------------------------------- -------------------------------
Signature Date

- ---------------------------------------------- -------------------------------
Signature (Joint Owners) Date

<PAGE> 37

[Back]

<PAGE> 38

[Name and Address]

INVESCO VIF HEALTH SCIENCES FUND

INVESCO VARIABLE INVESTMENT FUNDS, Inc.

PROXY FOR THE SPECIAL MEETING OF SHAREHOLDERS
May 20, 1999

This proxy is being solicited on behalf of the Board of Directors of
INVESCO Variable Investment Funds, Inc. (the "Company") and relates to the
proposals with respect to the Company and to INVESCO VIF Health Sciences Fund
("Fund"), a series of the Company. The undersigned hereby appoints as proxies
Fred A. Deering and Mark H. Williamson, and each of them (with power of
substitution), to vote all shares of common stock of the undersigned in the Fund
at the Special Meeting of Shareholders to be held at 10:00 a.m., Mountain
Standard Time, on May 20, 1999, at the offices of the Company, 7800 East Union
Avenue, Denver, Colorado 80237, and any adjournment thereof ("Meeting"), with
all the power the undersigned would have if personally present.

YOUR VOTE IS IMPORTANT. IF YOU ARE NOT VOTING BY PHONE, FACSIMILE, OR INTERNET,
PLEASE DATE AND SIGN THIS PROXY BELOW AND RETURN IT PROMPTLY IN THE ENCLOSED
ENVELOPE.

TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS:

[X] KEEP THIS PORTION FOR YOUR RECORDS

<PAGE> 39

DETACH AND RETURN THIS PORTION ONLY

THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED.

INVESCO VIF HEALTH SCIENCES FUND

INVESCO VARIABLE INVESTMENT FUNDS, Inc

3. Ratification of the selection of PricewaterhouseCoopers LLP as the Fund's [ ] [ ] [ ]
Independent Public Accountants.
</TABLE>

YOUR VOTE IS IMPORTANT. IF YOU ARE NOT VOTING BY PHONE, FACSIMILE, OR INTERNET,
PLEASE DATE AND SIGN THIS PROXY BELOW AND RETURN IT PROMPTLY IN THE ENCLOSED
ENVELOPE.

- ---------------------------------------------- -------------------------------
Signature Date

- ---------------------------------------------- -------------------------------
Signature (Joint Owners) Date

<PAGE> 40

[Back]

To vote against the proposed changes to one or
more of the specific fundamental investment
restrictions, indicate the letter(s) (as set forth in
the proxy statement) of the investment restriction
or restrictions you do not want to change on the
line at the right. IF YOU CHOOSE TO VOTE
DIFFERENTLY ON INDIVIDUAL RESTRICTIONS, YOU
MUST MAIL IN YOUR PROXY CARD. IF YOU CHOOSE
TO VOTE THE SAME ON ALL RESTRICTIONS PERTAINING
TO YOUR FUND, TELEPHONE AND INTERNET VOTING
ARE AVAILABLE.
1._______________________________

<PAGE> 41

[Name and Address]

INVESCO VIF HIGH YIELD FUND

INVESCO VARIABLE INVESTMENT FUNDS, Inc.

PROXY FOR THE SPECIAL MEETING OF SHAREHOLDERS
May 20, 1999

This proxy is being solicited on behalf of the Board of Directors of
INVESCO Variable Investment Funds, Inc. (the "Company") and relates to the
proposals with respect to the Company and to INVESCO VIF High Yield Fund
("Fund"), a series of the Company. The undersigned hereby appoints as proxies
Fred A. Deering and Mark H. Williamson, and each of them (with power of
substitution), to vote all shares of common stock of the undersigned in the Fund
at the Special Meeting of Shareholders to be held at 10:00 a.m., Mountain
Standard Time, on May 20, 1999, at the offices of the Company, 7800 East Union
Avenue, Denver, Colorado 80237, and any adjournment thereof ("Meeting"), with
all the power the undersigned would have if personally present.

YOUR VOTE IS IMPORTANT. IF YOU ARE NOT VOTING BY PHONE, FACSIMILE, OR INTERNET,
PLEASE DATE AND SIGN THIS PROXY BELOW AND RETURN IT PROMPTLY IN THE ENCLOSED
ENVELOPE.

TO VOTE BY TOUCH-TONE PHONE OR THE INTERNET, PLEASE CALL 1-690-6903 TOLL FREE OR
VISIT HTTP://WWW.PROXYVOTE.COM. TO VOTE BY FACSIMILE TRANSMISSION, PLEASE FAX
YOUR COMPLETED PROXY CARD TO 1-800-733-1885.

TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS:

[X] KEEP THIS PORTION FOR YOUR RECORDS

<PAGE> 42

DETACH AND RETURN THIS PORTION ONLY

THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED.

INVESCO VIF HIGH YIELD FUND

INVESCO VARIABLE INVESTMENT FUNDS, Inc.

3. Ratification of the selection of PricewaterhouseCoopers LLP as the Fund's [ ] [ ] [ ]
Independent Public Accountants.
</TABLE>

YOUR VOTE IS IMPORTANT. IF YOU ARE NOT VOTING BY PHONE, FACSIMILE, OR INTERNET,
PLEASE DATE AND SIGN THIS PROXY BELOW AND RETURN IT PROMPTLY IN THE ENCLOSED
ENVELOPE.

- ---------------------------------------------- -------------------------------
Signature Date

- ---------------------------------------------- -------------------------------
Signature (Joint Owners) Date

<PAGE> 43

[Back]

To vote against the proposed changes to one or
more of the specific fundamental investment
restrictions, indicate the letter(s) (as set forth in
the proxy statement) of the investment restriction
or restrictions you do not want to change on the
line at the right. IF YOU CHOOSE TO VOTE
DIFFERENTLY ON INDIVIDUAL RESTRICTIONS, YOU
MUST MAIL IN YOUR PROXY CARD. IF YOU CHOOSE
TO VOTE THE SAME ON ALL RESTRICTIONS PERTAINING
TO YOUR FUND, TELEPHONE AND INTERNET VOTING
ARE AVAILABLE.
1._______________________________

<PAGE> 44

[Name and Address]

INVESCO VIF INDUSTRIAL INCOME FUND

INVESCO VARIABLE INVESTMENT FUNDS, Inc.

PROXY FOR THE SPECIAL MEETING OF SHAREHOLDERS
May 20, 1999

This proxy is being solicited on behalf of the Board of Directors of
INVESCO Variable Investment Funds, Inc. (the "Company") and relates to the
proposals with respect to the Company and to INVESCO VIF Industrial Income Fund
("Fund"), a series of the Company. The undersigned hereby appoints as proxies
Fred A. Deering and Mark H. Williamson, and each of them (with power of
substitution), to vote all shares of common stock of the undersigned in the Fund
at the Special Meeting of Shareholders to be held at 10:00 a.m., Mountain
Standard Time, on May 20, 1999, at the offices of the Company, 7800 East Union
Avenue, Denver, Colorado 80237, and any adjournment thereof ("Meeting"), with
all the power the undersigned would have if personally present.

YOUR VOTE IS IMPORTANT. IF YOU ARE NOT VOTING BY PHONE, FACSIMILE, OR INTERNET,
PLEASE DATE AND SIGN THIS PROXY BELOW AND RETURN IT PROMPTLY IN THE ENCLOSED
ENVELOPE.

TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS:

[X] KEEP THIS PORTION FOR YOUR RECORDS

<PAGE> 45

DETACH AND RETURN THIS PORTION ONLY

THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED.

INVESCO VIF INDUSTRIAL INCOME FUND
(a series of INVESCO VARIABLE INVESTMENT FUNDS, Inc.)

3. Ratification of the selection of PricewaterhouseCoopers LLP as the Fund's [ ] [ ] [ ]
Independent Public Accountants.
</TABLE>

YOUR VOTE IS IMPORTANT. IF YOU ARE NOT VOTING BY PHONE, FACSIMILE, OR INTERNET,
PLEASE DATE AND SIGN THIS PROXY BELOW AND RETURN IT PROMPTLY IN THE ENCLOSED
ENVELOPE.

- ---------------------------------------------- -------------------------------
Signature Date

- ---------------------------------------------- -------------------------------
Signature (Joint Owners) Date

<PAGE> 46

[Back]

To vote against the proposed changes to one or
more of the specific fundamental investment
restrictions, indicate the letter(s) (as set forth in
the proxy statement) of the investment restriction
or restrictions you do not want to change on the
line at the right. IF YOU CHOOSE TO VOTE
DIFFERENTLY ON INDIVIDUAL RESTRICTIONS, YOU
MUST MAIL IN YOUR PROXY CARD. IF YOU CHOOSE
TO VOTE THE SAME ON ALL RESTRICTIONS PERTAINING
TO YOUR FUND, TELEPHONE AND INTERNET VOTING
ARE AVAILABLE.
1.________________________________

<PAGE> 47

[Name and Address]

INVESCO VIF REALTY FUND

INVESCO VARIABLE INVESTMENT FUNDS, Inc

PROXY FOR THE SPECIAL MEETING OF SHAREHOLDERS
May 20, 1999

This proxy is being solicited on behalf of the Board of Directors of
INVESCO Variable Investment Funds, Inc. (the "Company") and relates to the
proposals with respect to the Company and to INVESCO VIF Realty Fund ("Fund"), a
series of the Company. The undersigned hereby appoints as proxies Fred A.
Deering and Mark H. Williamson, and each of them (with power of substitution),
to vote all shares of common stock of the undersigned in the Fund at the Special
Meeting of Shareholders to be held at 10:00 a.m., Mountain Standard Time, on May
20, 1999, at the offices of the Company, 7800 East Union Avenue, Denver,
Colorado 80237, and any adjournment thereof ("Meeting"), with all the power the
undersigned would have if personally present.

YOUR VOTE IS IMPORTANT. IF YOU ARE NOT VOTING BY PHONE, FACSIMILE, OR INTERNET,
PLEASE DATE AND SIGN THIS PROXY BELOW AND RETURN IT PROMPTLY IN THE ENCLOSED
ENVELOPE.

TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS:

[X] KEEP THIS PORTION FOR YOUR RECORDS

<PAGE> 48

DETACH AND RETURN THIS PORTION ONLY

THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED.

INVESCO VIF REALTY FUND
(a series of INVESCO VARIABLE INVESTMENT FUNDS, Inc.)

3. Ratification of the selection of PricewaterhouseCoopers LLP as the Fund's [ ] [ ] [ ]
Independent Public Accountants.
</TABLE>

YOUR VOTE IS IMPORTANT. IF YOU ARE NOT VOTING BY PHONE, FACSIMILE, OR INTERNET,
PLEASE DATE AND SIGN THIS PROXY BELOW AND RETURN IT PROMPTLY IN THE ENCLOSED
ENVELOPE.

- ---------------------------------------------- -------------------------------
Signature Date

- ---------------------------------------------- -------------------------------
Signature (Joint Owners) Date

<PAGE> 49

[Back]

To vote against the proposed changes to one or
more of the specific fundamental investment
restrictions, indicate the letter(s) (as set forth in
the proxy statement) of the investment restriction
or restrictions you do not want to change on the
line at the right. IF YOU CHOOSE TO VOTE
DIFFERENTLY ON INDIVIDUAL RESTRICTIONS, YOU
MUST MAIL IN YOUR PROXY CARD. IF YOU CHOOSE
TO VOTE THE SAME ON ALL RESTRICTIONS PERTAINING
TO YOUR FUND, TELEPHONE AND INTERNET VOTING
ARE AVAILABLE.
1._______________________________

<PAGE> 50

[Name and Address]

INVESCO VIF SMALL COMPANY GROWTH FUND

INVESCO VARIABLE INVESTMENT FUNDS, Inc

PROXY FOR THE SPECIAL MEETING OF SHAREHOLDERS
May 20, 1999

This proxy is being solicited on behalf of the Board of Directors of
INVESCO Variable Investment Funds, Inc. (the "Company") and relates to the
proposals with respect to the Company and to INVESCO VIF Small Company Growth
Fund ("Fund"), a series of the Company. The undersigned hereby appoints as
proxies Fred A. Deering and Mark H. Williamson, and each of them (with power of
substitution), to vote all shares of common stock of the undersigned in the Fund
at the Special Meeting of Shareholders to be held at 10:00 a.m., Mountain
Standard Time, on May 20, 1999, at the offices of the Company, 7800 E. Union
Avenue, Denver, Colorado 80237, and any adjournment thereof ("Meeting"), with
all the power the undersigned would have if personally present.

YOUR VOTE IS IMPORTANT. IF YOU ARE NOT VOTING BY PHONE, FACSIMILE, OR INTERNET,
PLEASE DATE AND SIGN THIS PROXY BELOW AND RETURN IT PROMPTLY IN THE ENCLOSED
ENVELOPE.

TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS:

[X] KEEP THIS PORTION FOR YOUR RECORDS

<PAGE> 51

DETACH AND RETURN THIS PORTION ONLY

THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED.

INVESCO VIF SMALL COMPANY GROWTH FUND

INVESCO VARIABLE INVESTMENT FUNDS, Inc.

3. Ratification of the selection of PricewaterhouseCoopers LLP as the Fund's [ ] [ ] [ ]
Independent Public Accountants.
</TABLE>

YOUR VOTE IS IMPORTANT. IF YOU ARE NOT VOTING BY PHONE, FACSIMILE, OR INTERNET,
PLEASE DATE AND SIGN THIS PROXY BELOW AND RETURN IT PROMPTLY IN THE ENCLOSED
ENVELOPE.

- ---------------------------------------------- -------------------------------
Signature Date

- ---------------------------------------------- -------------------------------
Signature (Joint Owners) Date

<PAGE> 52

[Back]

To vote against the proposed changes to one or
more of the specific fundamental investment
restrictions, indicate the letter(s) (as set forth in
the proxy statement) of the investment restriction
or restrictions you do not want to change on the
line at the right. IF YOU CHOOSE TO VOTE
DIFFERENTLY ON INDIVIDUAL RESTRICTIONS, YOU
MUST MAIL IN YOUR PROXY CARD. IF YOU CHOOSE
TO VOTE THE SAME ON ALL RESTRICTIONS PERTAINING
TO YOUR FUND, TELEPHONE AND INTERNET VOTING
ARE AVAILABLE.
1.________________________________

<PAGE> 53

[Name and Address]

INVESCO VIF TECHNOLOGY FUND

INVESCO VARIABLE INVESTMENT FUNDS, Inc.

PROXY FOR THE SPECIAL MEETING OF SHAREHOLDERS
May 20, 1999

This proxy is being solicited on behalf of the Board of Directors of
INVESCO Variable Investment Funds, Inc. (the "Company") and relates to the
proposals with respect to the Company and to INVESCO VIF Technology Fund
("Fund"), a series of the Company. The undersigned hereby appoints as proxies
Fred A. Deering and Mark H. Williamson, and each of them (with power of
substitution), to vote all shares of common stock of the undersigned in the Fund
at the Special Meeting of Shareholders to be held at 10:00 a.m., Mountain
Standard Time, on May 20, 1999, at the offices of the Company, 7800 E. Union
Avenue, Denver, Colorado 80237, and any adjournment thereof ("Meeting"), with
all the power the undersigned would have if personally present.

YOUR VOTE IS IMPORTANT. IF YOU ARE NOT VOTING BY PHONE, FACSIMILE, OR INTERNET,
PLEASE DATE AND SIGN THIS PROXY BELOW AND RETURN IT PROMPTLY IN THE ENCLOSED
ENVELOPE.

TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS:

[X] KEEP THIS PORTION FOR YOUR RECORDS

<PAGE> 54

DETACH AND RETURN THIS PORTION ONLY

THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED.

INVESCO VIF TECHNOLOGY FUND

INVESCO VARIABLE INVESTMENT FUNDS, Inc.

3. Ratification of the selection of PricewaterhouseCoopers LLP as the Fund's [ ] [ ] [ ]
Independent Public Accountants.
</TABLE>

YOUR VOTE IS IMPORTANT. IF YOU ARE NOT VOTING BY PHONE, FACSIMILE, OR INTERNET,
PLEASE DATE AND SIGN THIS PROXY BELOW AND RETURN IT PROMPTLY IN THE ENCLOSED
ENVELOPE.

- ---------------------------------------------- -------------------------------
Signature Date

- ---------------------------------------------- -------------------------------
Signature (Joint Owners) Date

<PAGE> 55

[Back]

To vote against the proposed changes to one or
more of the specific fundamental investment
restrictions, indicate the letter(s) (as set forth in
the proxy statement) of the investment restriction
or restrictions you do not want to change on the
line at the right. IF YOU CHOOSE TO VOTE
DIFFERENTLY ON INDIVIDUAL RESTRICTIONS, YOU
MUST MAIL IN YOUR PROXY CARD. IF YOU CHOOSE
TO VOTE THE SAME ON ALL RESTRICTIONS PERTAINING
TO YOUR FUND, TELEPHONE AND INTERNET VOTING
ARE AVAILABLE.
1._______________________________

<PAGE> 56

INVESCO VIF TOTAL RETURN FUND

INVESCO VARIABLE INVESTMENT FUNDS, Inc.

PROXY FOR THE SPECIAL MEETING OF SHAREHOLDERS
May 20, 1999

This proxy is being solicited on behalf of the Board of Directors of
INVESCO Variable Investment Funds, Inc. (the "Company") and relates to the
proposals with respect to the Company and to INVESCO VIF Total Return Fund
("Fund"), a series of the Company. The undersigned hereby appoints as proxies
Fred A. Deering and Mark H. Williamson, and each of them (with power of
substitution), to vote all shares of common stock of the undersigned in the Fund
at the Special Meeting of Shareholders to be held at 10:00 a.m., Mountain
Standard Time, on May 20, 1999, at the offices of the Company, 7800 E. Union
Avenue, Denver, Colorado 80237, and any adjournment thereof ("Meeting"), with
all the power the undersigned would have if personally present.

YOUR VOTE IS IMPORTANT. IF YOU ARE NOT VOTING BY PHONE, FACSIMILE, OR INTERNET,
PLEASE DATE AND SIGN THIS PROXY BELOW AND RETURN IT PROMPTLY IN THE ENCLOSED
ENVELOPE.

TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS:

[X] KEEP THIS PORTION FOR YOUR RECORDS

<PAGE> 57

DETACH AND RETURN THIS PORTION ONLY

THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED.

INVESCO VIF TOTAL RETURN FUND
INVESCO VARIABLE INVESTMENT FUNDS, Inc.

3. Ratification of the selection of PricewaterhouseCoopers LLP as the Fund's [ ] [ ] [ ]
Independent Public Accountants.
</TABLE>

YOUR VOTE IS IMPORTANT. IF YOU ARE NOT VOTING BY PHONE, FACSIMILE, OR INTERNET,
PLEASE DATE AND SIGN THIS PROXY BELOW AND RETURN IT PROMPTLY IN THE ENCLOSED
ENVELOPE.

- ---------------------------------------------- -------------------------------
Signature Date

- ---------------------------------------------- -------------------------------
Signature (Joint Owners) Date

<PAGE> 58

[Back]

To vote against the proposed changes to one or
more of the specific fundamental investment
restrictions, indicate the letter(s) (as set forth in
the proxy statement) of the investment restriction
or restrictions you do not want to change on the
line at the right. IF YOU CHOOSE TO VOTE
DIFFERENTLY ON INDIVIDUAL RESTRICTIONS, YOU
MUST MAIL IN YOUR PROXY CARD. IF YOU CHOOSE
TO VOTE THE SAME ON ALL RESTRICTIONS PERTAINING
TO YOUR FUND, TELEPHONE AND INTERNET VOTING
ARE AVAILABLE.
1.________________________________

<PAGE> 59

[Name and Address]

INVESCO VIF UTILITIES FUND

INVESCO VARIABLE INVESTMENT FUNDS, Inc.

PROXY FOR THE SPECIAL MEETING OF SHAREHOLDERS
May 20, 1999

This proxy is being solicited on behalf of the Board of Directors of
INVESCO Variable Investment Funds, Inc. (the "Company") and relates to the
proposals with respect to the Company and to INVESCO VIF Utilities Fund
("Fund"), a series of the Company. The undersigned hereby appoints as proxies
Fred A. Deering and Mark H. Williamson, and each of them (with power of
substitution), to vote all shares of common stock of the undersigned in the Fund
at the Special Meeting of Shareholders to be held at 10:00 a.m., Mountain
Standard Time, on May 20, 1999, at the offices of the Company, 7800 E. Union
Avenue, Denver, Colorado 80237, and any adjournment thereof ("Meeting"), with
all the power the undersigned would have if personally present.

YOUR VOTE IS IMPORTANT. IF YOU ARE NOT VOTING BY PHONE, FACSIMILE, OR INTERNET,
PLEASE DATE AND SIGN THIS PROXY BELOW AND RETURN IT PROMPTLY IN THE ENCLOSED
ENVELOPE.

TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS:

[X] KEEP THIS PORTION FOR YOUR RECORDS

<PAGE> 60

DETACH AND RETURN THIS PORTION ONLY

THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED.

INVESCO VIF UTILITIES FUND

INVESCO VARIABLE INVESTMENT FUNDS, Inc.

<TABLE>
<S> <C> <C> <C> <C> <C> <C>
VOTE ON DIRECTORS FOR WITHHOLD FOR ALL
ALL ALL EXCEPT
2. Election of the Company's Board of Directors: [ ] [ ] [ ] To withhold authority
(1) Charles W. Brady; (2) Fred A. Deering; (3) to, mark "For All
Mark H. Williamson; (4) Dr. Victor L. Andrews; Except" and write the
(5) Bob R. Baker; (6) Lawrence H. Budner; nominee's number on the
(7) Dr. Wendy Lee Gramm; (8) Kenneth T. King; line below.
(9) John W. McIntyre; and (10) Dr. Larry Soll.

3. Ratification of the selection of PricewaterhouseCoopers LLP as the Fund's [ ] [ ] [ ]
Independent Public Accountants.
</TABLE>

YOUR VOTE IS IMPORTANT. IF YOU ARE NOT VOTING BY PHONE, FACSIMILE, OR INTERNET,
PLEASE DATE AND SIGN THIS PROXY BELOW AND RETURN IT PROMPTLY IN THE ENCLOSED
ENVELOPE.

- ---------------------------------------------- -------------------------------
Signature Date

- ---------------------------------------------- -------------------------------
Signature (Joint Owners) Date

<PAGE> 61

[Back]

To vote against the proposed changes to one or
more of the specific fundamental investment
restrictions, indicate the letter(s) (as set forth in
the proxy statement) of the investment restriction
or restrictions you do not want to change on the
line at the right. IF YOU CHOOSE TO VOTE
DIFFERENTLY ON INDIVIDUAL RESTRICTIONS, YOU
MUST MAIL IN YOUR PROXY CARD. IF YOU CHOOSE
TO VOTE THE SAME ON ALL RESTRICTIONS PERTAINING
TO YOUR FUND, TELEPHONE AND INTERNET VOTING
ARE AVAILABLE.
1._______________________________