INVESCO VARIABLE INVESTMENT FUNDS INC, 485BPOS, 1999-04-30

INVESCO VARIABLE INVESTMENT FUNDS INC
485BPOS, 1999-04-30

Previous: FORWARD AIR CORP, 424B4, 1999-04-30

Next: NEWFIELD EXPLORATION CO /DE/, 10-Q, 1999-04-30

As filed on April 30, 1999 File No. 033-70154

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form N-1A

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 X
Pre-Effective Amendment No. ____ __
Post-Effective Amendment No. 14 X
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 X
Amendment No. 15 X
INVESCO VARIABLE INVESTMENT FUNDS, INC.
(Exact Name of Registrant as Specified in Charter)
7800 E. Union Avenue, Denver, Colorado 80237
(Address of Principal Executive Offices)
P.O. Box 173706, Denver, Colorado 80217-3706
(Mailing Address)
Registrant's Telephone Number, including Area Code: (303) 930-6300
Glen A. Payne, Esq.
7800 E. Union Avenue
Denver, Colorado 80237
(Name and Address of Agent for Service)
------------
Copies to:
W. Randolph Thompson, Esq.
Of Counsel, Jones & Blouch LLP
1025 Thomas Jefferson St., NW
Suite 405 West
Washington, D.C. 20007
------------
Approximate Date of Proposed Public Offering: As soon as practicable after this
post-effective amendment becomes effective.
It is proposed that this filing will become effective (check appropriate box)
X immediately upon filing pursuant to paragraph (b)
_ on ___________ , pursuant to paragraph (b)
_ 60 days after filing pursuant to paragraph (a)(1)
_ on ____________, pursuant to paragraph (a)(1)
_ 75 days after filing pursuant to paragraph (a)(2)
_ on _________, pursuant to paragraph (a)(2) of rule 485
If appropriate, check the following box:
___ this post-effective amendment designates a new effective date for a
previously filed post-effective amendment.

Page 1 of 203
Exhibit index is located at page 181

<PAGE>

INVESCO VARIABLE INVESTMENT FUNDS, INC.
----------------------------------
CROSS-REFERENCE SHEET

Form N-1A
Item Caption
- ------- --------

Part A Prospectus

1......................... Cover Page; Back Cover Page
2......................... Investment Goals and Strategies; Fund Performance
3......................... Fees and Expenses; Investment Risks
4......................... Investment Goals and Strategies; Investment Risks
5......................... Not Applicable
6......................... Fund Management
7......................... Share Price; How To Buy Shares; Your Account
.......................... Services; How To Sell Shares; Taxes
8......................... Distribution Expenses
9......................... Financial Highlights

Part B Statement of Additional Information

10........................ Cover Page; Table of Contents
11........................ The Company
12........................ Investment Policies and Risks; Investment Risks
.......................... and Strategies
13........................ Management of the Funds
14........................ Control Persons and Principal Shareholders
15........................ Management of the Funds
16........................ Brokerage Allocation and Other Practices
17........................ Capital Stock
18........................ Contained in Prospectuses
19........................ Tax Consequences of Owning Shares of the Funds
20........................ Not Applicable
21........................ Performance
22........................ Financial Statements

Part C Other Information

Information required to be included in Part C is set forth under the appropriate
Item, so numbered, in Part C to this Registration Statement.

<PAGE>

PROSPECTUS | MAY 1, 1999
- ---------------------------------
YOU SHOULD KNOW WHAT INVESCO KNOWS (TM)

INVESCO VARIABLE INVESTMENT FUNDS, INC.
INVESCO VIF -
BLUE CHIP GROWTH FUND
(FORMERLY, INVESCO VIF - GROWTH PORTFOLIO)

A mutual fund sold exclusively to insurance company separate accounts for
variable annuity and variable life insurance contracts.

TABLE OF CONTENTS

Investment Goals And Strategies.................4
Fund Performance................................4
Fees And Expenses...............................5
Investment Risks................................6
Risks Associated With Particular Investments....6
Temporary Defensive Positions...................9
Fund Management.................................9
The Portfolio Managers..........................10
Share Price.....................................10
Taxes...........................................11
Dividends And Capital Gain Distributions........11
Voting Rights...................................11
Financial Highlights............................12

[INVESCO ICON]
INVESCO

The Securities and Exchange Commission has not approved or disapproved the
shares of this Fund. Likewise, it has not determined if this Prospectus is
truthful or complete. Anyone who tells you otherwise is committing a federal
crime.
<PAGE>
THIS PROSPECTUS WILL TELL YOU MORE ABOUT:

[KEY ICON] INVESTMENT OBJECTIVES & STRATEGIES

[ARROW ICON] POTENTIAL INVESTMENT RISKS

[GRAPH ICON] PAST PERFORMANCE & POTENTIAL ADVANTAGES

[INVESCO ICON] WORKING WITH INVESCO
- --------------------------------------------------------------------------------

[KEY ICON] INVESTMENT GOALS AND STRATEGIES

FOR MORE DETAILS ABOUT THE FUND'S CURRENT INVESTMENTS AND MARKET OUTLOOK,
PLEASE SEE THE MOST RECENT ANNUAL OR SEMIANNUAL REPORT.

INVESCO Funds Group, Inc. ("INVESCO") is the investment adviser for the
Fund. Together with our affiliated companies, we at INVESCO control all
aspects of the management of the Fund.

The Fund is used solely as an investment vehicle for variable annuity or
variable life insurance contracts issued by certain life insurance
companies. You cannot purchase shares of the Fund directly. As an owner of
a variable annuity or variable life insurance contract that offers the Fund
as an investment option, however, you may allocate your contract values to
a separate account of the insurance company that invests in shares of the
Fund.

Your variable annuity or variable life insurance contract is offered
through its own prospectus, which contains information about that contract,
including how to purchase the contract and how to allocate contract values
to the Fund. INVESCO and the Fund do not control the insurance company that
issues your contract and are not responsible for anything stated in the
prospectus for your contract.

The Fund tries to buy securities that will increase in value over the long
term; current income is a secondary goal.

The Fund invests primarily in common stocks of large companies with market
capitalizations of more than $10 billion that have a history of consistent
earnings growth regardless of the business cycle. In addition, the Fund
tries to identify companies that have - or are expected to have - growing
earnings, revenues and strong cash flows. The Fund also examines a variety
of industries and businesses, and seeks to purchase the securities of
companies that we believe are best situated in their industry categories.
We also consider the dividend payment record of the companies whose
securities the Fund buys. The Fund also may invest in preferred stocks
(which generally pay higher dividends than common stocks) and debt
instruments that are convertible into common stocks, as well as in
securities of foreign companies. In recent years, the core of the Fund's
investments has been concentrated in the securities of three or four dozen
large, high quality companies. Although the Fund is subject to a number of
risks that could affect its performance, its principal risk is market risk
- that is, that the price of the securities in its portfolio will rise and
fall due to price movements in the securities markets, and that the
securities held in the Fund's portfolio may decline in value more than the
overall securities markets.

[GRAPH ICON] FUND PERFORMANCE

The bar chart below shows the Fund's actual yearly performance ended
December 31 (commonly known as its "total return") since inception. The
table below shows average annual returns for various periods ended December
31, 1998 for the Fund compared to the S&P 500 Index. The information in the
chart and table illustrates the variability of the Fund's returns and how
its performance compared to a broad measure of market performance. The bar
chart provides some indication of the risks of investing in the Fund by
showing changes in the year to year performance of the Fund. Remember, past
performance does not indicate how the Fund will perform in the future.(1)

<PAGE>
The Fund's returns are net of its expenses, but do not reflect the
additional fees and expenses of your variable annuity or variable life
insurance contract. If those contract fees and expenses were included, the
returns would be less than those shown.

VIF-BLUE CHIP GROWTH FUND
ACTUAL ANNUAL TOTAL RETURN (2)

The bar chart shows the actual yearly
performance ended December 31.

Best Calendar qtr. 12/98 27.21%
Worst Calendar qtr. 9/98 -7.30%
AVERAGE ANNUAL RETURN
-------------------------------
SINCE
1 YEAR INCEPTION (8/97)(2)
--------------------------------------------------------------------------
VIF-Blue Chip Growth Fund 38.99% 33.98%
S&P 500 Index (1) 28.53% 28.46%

(1)The S&P 500 Index is an unmanaged index that shows performance of the broad
U.S. stock market. Please keep in mind that the index does not pay
brokerage, management or administrative expenses, all of which are paid by
the Fund and are reflected in its annual return.
(2)Total return figures include reinvested dividends and capital gain
distributions, and include the effect of the Fund's expenses.

FEES AND EXPENSES

ANNUAL FUND OPERATING EXPENSES THAT ARE DEDUCTED FROM FUND ASSETS

VIF - BLUE CHIP GROWTH FUND
Management Fees 0.85%
Distribution and Service (12b-1) Fees None
Other Expenses (1)(2)(3) 11.44%
Total Annual Fund Operating Expenses (1)(2)(3) 12.29%

(1)Certain expenses of the Fund are being absorbed voluntarily by INVESCO
pursuant to a commitment to the Fund. After absorption, the Fund's
"Other Expenses" and "Total Annual Fund Operating Expenses" were 0.72%
and 1.57%, respectively. This commitment may be changed at any time
following consultation with the board of directors.

(2)The Fund's actual "Total Annual Fund Operating Expenses" were lower
than the figures shown, because its custodian fees were reduced under an
expense offset arrangement. Because of an SEC requirement, the figures
do not reflect these reductions.

(3)The expense information presented in the table has been restated to
reflect a change in the administrative fee.

EXAMPLE

This Example is intended to help you compare the cost of investing in the
Fund to the cost of investing in other mutual funds.

This Example assumes a $10,000 allocation to the Fund for the time periods
indicated and does not reflect any of the fees or expenses of your variable
annuity or variable insurance contract. The Example also assumes a
hypothetical 5% return each year, and assumes that the Fund's operating
expenses remain the same. Although the Fund's actual costs and performance
may be higher or lower, based on these assumptions your costs would have
been:

<PAGE>

The following reflects the costs without the absorption of expenses:(1)
1 year 3 years 5 years 10 years
$1,184 $3,300 $5,118 $8,624

(1)The following reflects the costs with the absorption of expenses:
1 year 3 years 5 years 10 years
$160 $496 $855 $1,867

[ARROW ICON] INVESTMENT RISKS

BEFORE ALLOCATING CONTRACT VALUES TO THE FUND, YOU SHOULD DETERMINE THE
LEVEL OF RISK WITH WHICH YOU ARE COMFORTABLE. TAKE INTO ACCOUNT FACTORS
LIKE YOUR AGE, CAREER, INCOME LEVEL, AND TIME HORIZON.

You should determine the level of risk with which you are comfortable
before you allocate contract values to the Fund. The principal risks of any
mutual fund, including the Fund, are:

NOT INSURED. Mutual funds are not insured by the Federal Deposit Insurance
Corporation ("FDIC") or any other agency, unlike bank deposits such as CDs
or savings accounts. No Guarantee. No mutual fund can guarantee that it
will meet its investment objectives.

VOLATILITY. The price of Fund shares will increase or decrease with changes
in the value of the Fund's underlying investments.

In addition, the markets for, or values of, securities in which the Fund
invests may possibly be hurt by computer failures affecting portfolio
investments or trading of securities beginning January 1, 2000. For
example, improperly functioning computer systems could result in securities
trade settlement problems and liquidity issues, production issues for
individual companies and overall economic uncertainties. Individual issuers
may incur increased costs in making their own systems Year 2000 compliant.
The combination of market uncertainty and increased costs means that there
is a possibility that Year 2000 computer issues may adversely affect the
Fund's investments.

[ARROW ICON] RISKS ASSOCIATED WITH PARTICULAR INVESTMENTS

You should consider the special factors associated with the policies
discussed below in determining the appropriateness of allocating your
contract values to the Fund. See the Statement of Additional Information
for a discussion of additional risk factors.

POTENTIAL CONFLICTS
Although it is unlikely, there potentially may be differing interests
involving the Fund among owners of variable annuity and variable life
insurance contracts issued by different insurance companies, or even the
same insurance company. INVESCO will monitor events for any potential
conflicts.

MARKET RISK
Equity stock prices vary and may fall, thus reducing the value of the
Fund's investment. Certain stocks selected for the Fund's portfolio may
decline in value more than the overall stock market.
<PAGE>
CREDIT RISK
The Fund may invest in debt instruments, such as notes and bonds. There is
a possibility that the issuers of these instruments will be unable to meet
interest payments or repay principal. Changes in the financial strength of
an issuer may reduce the credit rating of its debt instruments and may
affect their value.

FOREIGN SECURITIES RISK
Investments in foreign and emerging markets carry special risks, including
currency, political, regulatory and diplomatic risks. The Fund may invest
up to 25% of its assets in securities of non-U.S. issuers.

CURRENCY RISK. A change in the exchange rate between U.S. dollars and
a foreign currency may reduce the value of the Fund's investment in a
security valued in the foreign currency, or based on that currency
value.

POLITICAL RISK. Political actions, events or instability may result in
unfavorable changes in the value of a security.

REGULATORY RISK. Government regulations may affect the value of a
security. In foreign countries, securities markets that are less
regulated than those in the U.S. may permit trading practices that are
not allowed in the U.S.

DIPLOMATIC RISK. A change in diplomatic relations between the U.S. and
a foreign country could affect the value or liquidity of investments.

EUROPEAN ECONOMIC AND MONETARY UNION. Austria, Belgium, Finland,
France, Germany, Ireland, Italy, Luxembourg, The Netherlands, Portugal
and Spain are presently members of the European Economic and Monetary
Union (the "EMU") which as of January 1, 1999 adopted the euro as a
common currency. The national currencies will be sub-currencies of the
euro until July 1, 2002, at which time the old currencies will
disappear entirely. Other European countries may adopt the euro in the
future.

The introduction of the euro presents some uncertainties and possible
risks, which could adversely affect the value of securities held by
the Fund.

INTEREST RATE RISK
Changes in interest rates will affect the resale value of debt securities
held in the Fund's portfolio. In general, as interest rates rise, the
resale value of debt securities decreases; as interest rates decline, the
resale value of debt securities generally increases. Debt securities with
longer maturities usually are more sensitive to interest rate movements.

DURATION RISK
Duration is a measure of a debt security's sensitivity to interest rate
changes. Duration is usually expressed in terms of years, with longer
durations usually more sensitive to interest rate fluctuations.
<PAGE>

LIQUIDITY RISK
The Fund's portfolio is liquid if the Fund is able to sell the securities
it owns at a fair price within a reasonable time. Liquidity is generally
related to the market trading volume for a particular security. Investments
in smaller companies or in foreign companies or companies in emerging
markets are subject to a variety of risks, including potential lack of
liquidity.

DERIVATIVE RISK
A derivative is a financial instrument whose value is "derived," in some
manner, from the price of another security, index, asset or rate.
Derivatives include options and futures contracts, among a wide range of
other instruments. The principal risk of investments in derivatives is that
the fluctuations in their values may not correlate perfectly with the
overall securities markets. Some derivatives are more sensitive to interest
rate changes and market price fluctuations than others. Also, derivatives
are subject to counterparty risk.

OPTIONS AND FUTURES RISK
Options and futures are common types of derivatives that the Fund may
occasionally use to hedge its investments. An option is the right to buy or
sell a security or other instrument, index or commodity at a specific price
on or before a specific date. A future is an agreement to buy or sell a
security or other instrument, index or commodity at a specific price on a
specific date.

LACK OF TIMELY INFORMATION RISK
Timely information about a security or its issuer may be unavailable,
incomplete or inaccurate. This risk is more common to securities issued by
foreign companies and companies in emerging markets than it is to the
securities of U.S.-based companies.

The Fund generally invests in common stocks of large companies with market
capitalizations of more than $10 billion that have a history of consistent
earnings growth regardless of business cycle. However, in an effort to
diversify its holdings and provide some protection against the risk of
other investments, the Fund also may invest in other types of securities
and other financial instruments, as indicated in the chart below. These
investments, which at any given time may constitute a significant portion
of the Fund's portfolio, have their own risks.

<PAGE>

- -------------------------------------------------------------------------------------
INVESTMENT RISKS
- -------------------------------------------------------------------------------------
FUTURES
A futures contract is an agreement to buy or sell a Market, Liquidity and
specific amount of a financial instru ment (such as an Options and Futures Risks
index option) at a stated price on a stated date. The
Fund uses futures contracts to provide liquidity and to
hedge portfolio value.
- -------------------------------------------------------------------------------------
ILLIQUID SECURITIES
Securities that cannot be sold quickly at fair value. Liquidity Risk
- -------------------------------------------------------------------------------------
OPTION
The obligation or right to deliver or receive a security Credit, Information,
or other instrument, index or com modity, or cash Liquidity Risks and
payment depending on the price of the underlying Options and Futures Risks
security or the perfor mance of an index or other
benchmark. Includes options on specific securities
and stock indices, and stock index futures. Used in
Fund's portfolio to provide liquidity and hedge portfolio
value.
- -------------------------------------------------------------------------------------
REPURCHASE AGREEMENT
A contract under which the seller of a security agrees Credit and Counterparty
to buy it back at an agreed-upon price and time in the Risks
future.
- -------------------------------------------------------------------------------------
RULE 144A SECURITIES
Securities that are not registered, but which are bought Liquidity Risk
and sold solely by institutional investors. The Fund
considers many Rule 144A securities to be "liquid,"
although the market for such securities typically is
less active than the public securities markets.
- -------------------------------------------------------------------------------------

</TABLE>

[ARROW ICON] TEMPORARY DEFENSIVE POSITIONS

When securities markets or economic conditions are unfavorable or
unsettled, we might try to protect the assets of the Fund by investing in
securities that are highly liquid such as high quality money market
instruments, like short-term U.S. government obligations, commercial paper
or repurchase agreements. We have the right to invest up to 100% of the
Fund's assets in these securities, although we are unlikely to do so. Even
though the securities purchased for defensive purposes often are considered
the equivalent of cash, they also have their own risks. Investments that
are highly liquid or comparatively safe tend to offer lower returns.
Therefore, the Fund's performance could be comparatively lower if it
concentrates in defensive holdings.

[INVESCO ICON] FUND MANAGEMENT

INVESCO IS A SUBSIDIARY OF AMVESCAP PLC, AN INTERNATIONAL INVESTMENT
MANAGEMENT COMPANY THAT MANAGES MORE THAN $275 BILLION IN ASSETS WORLDWIDE.
AMVESCAP IS BASED IN LONDON, WITH MONEY MANAGERS LOCATED IN EUROPE, NORTH
AND SOUTH AMERICA, AND THE FAR EAST.

THE INVESTMENT ADVISER

INVESCO, located at 7800 East Union Avenue, Denver, Colorado, is the
investment adviser of the Fund. INVESCO was founded in 1932 and manages
over $21.2 billion for 900,000 shareholders of 51 mutual funds. INVESCO
performs a wide variety of other services for the Funds, including
administration and transfer agency functions (the processing of purchases,
sales and exchanges of Fund shares). A wholly owned subsidiary of INVESCO,
INVESCO Distributors, Inc. ("IDI"), is the Fund's distributor and is
responsible for the sale of the Fund's shares.

<PAGE>
INVESCO and IDI are subsidiaries of AMVESCAP PLC.

The Fund paid 0.85% of its average annual net assets to INVESCO for its
advisory services in the fiscal year ended December 31, 1998.

[INVESCO ICON] THE PORTFOLIO MANAGERS

The following individuals are primarily responsible for the day-to-day
management of the Fund's portfolio holdings:

TRENT E. MAY is a Chartered Financial Analyst and the lead portfolio
manager of the Fund who joined INVESCO in 1996. He is also a Vice President
of INVESCO. Before joining us, Trent was with Munder Capital Management and
SunBank Capital Management. He holds an M.B.A. from Rollins College and a
B.S. in Engineering from Florida Institute of Technology.

DOUGLAS J. MCELDOWNEY is a Chartered Financial Analyst and Certified Public
Accountant who has been the co-portfolio manager of the Fund since joining
INVESCO in April 1999. Before joining us, he was a senior vice president
and portfolio manager with Bank of America Investment Management, Inc. and
an investment officer and portfolio manager with SunTrust Banks, Inc. He
holds an M.B.A. in Finance from the Crummer Graduate School at Rollins
College and a B.B.A. in Finance from the University of Kentucky.

Trent May and Doug McEldowney are two members of the INVESCO Growth Team,
which is led by Timothy J. Miller.

[INVESCO ICON] SHARE PRICE

CURRENT MARKET VALUE OF FUND ASSETS
+ ACCRUED INTEREST AND DIVIDENDS
- - FUND DEBTS,
INCLUDING ACCRUED EXPENSES
- --------------------------------------
/ NUMBER OF SHARES
= YOUR SHARE PRICE (NAV).

The value of Fund shares is likely to change daily. This value is known as
the Net Asset Value per share, or NAV. INVESCO determines the market value
of each investment in the Fund's portfolio each day that the New York Stock
Exchange ("NYSE") is open, at the close of trading on that exchange
(normally, 4:00 p.m. New York time). Therefore, shares of the Fund are not
priced on days when the NYSE is closed, which, generally, is on weekends
and national holidays in the U.S.

NAV is calculated by adding together the current market price of all of the
Fund's investments and other assets, including accrued interest and
dividends; subtracting the Fund's debts, including accrued expenses; and
dividing that dollar amount by the total number of the Fund's outstanding
shares.

In addition, foreign securities exchanges, which set the prices for foreign
securities held by the Fund, are not always open the same days as the NYSE,
and may be open for business on days the NYSE is not. For example,
Thanksgiving Day is a holiday observed by the NYSE and not by overseas
exchanges. In this situation, the Fund would not calculate NAV on
Thanksgiving Day (and INVESCO would not buy, sell or exchange shares on
that day), even though activity on foreign exchanges could result in
changes in the value of investments held by the Fund on that day.
<PAGE>
[GRAPH ICON] TAXES

The Fund has elected to be taxed as a "regulated investment company" under
the provisions of Subchapter M of the Internal Revenue Code of 1986, as
amended ("the Code"). If the Fund continues to qualify as a "regulated
investment company" and complies with the appropriate provisions of the
Code, it will pay no federal income taxes on the amounts it distributes.

Because the shareholders of the Fund are insurance companies (such as the
one that issues your contract), no discussion of the federal income tax
consequences to shareholders is included here. For information about the
federal tax consequences of purchasing the contracts, see the prospectus
for your contract.

[GRAPH ICON] DIVIDENDS AND CAPITAL GAIN DISTRIBUTIONS

NET INVESTMENT INCOME AND NET REALIZED CAPITAL GAINS ARE DISTRIBUTED TO
SHAREHOLDERS AT LEAST ANNUALLY.

The Fund intends to distribute substantially all of its net investment
income, if any, in dividends to its shareholders. For dividend purposes,
net investment income consists of all dividends or interest earned by the
Fund's investments, minus the Fund's expenses (including the advisory fee).
All of the Fund's net realized capital gains, if any, are distributed
periodically, no less frequently than annually. All dividends and
distributions of the Fund are reinvested in additional shares of the Fund
at net asset value.

[INVESCO ICON] VOTING RIGHTS

Since the shares of the Fund are owned by your insurance company and not by
you directly, you will not vote shares of the Fund. Your insurance company
will vote the shares that it holds as required by state and federal law.
Your contract prospectus contains more information on your rights to
instruct your insurance company how to vote Fund shares held in connection
with your contract.

<PAGE>
FINANCIAL HIGHLIGHTS

(For a Fund Share Outstanding Throughout Each Period)

The following information has been audited by PricewaterhouseCoopers LLP,
independent accountants. This information should be read in conjunction
with the audited financial statements and the Report of Independent
Accountants thereon appearing in the Company's 1998 Annual Report to
Shareholders, which is incorporated by reference into the Statement of
Additional Information. Both are available without charge by contacting IDI
at the address or telephone number on the back cover of this Prospectus.
The Annual Report also contains information about the Fund's performance.

Year Ended Period Ended
December 31 December 31
----------------------------
1998 1997(a)
PER SHARE DATA
Net Asset Value Beginning of Period $10.69 $10.00
- ----------------------------------------------------------------------
INCOME FROM INVESTMENT OPERATIONS
Net Investment Income 0.00 0.05

Net Gains on Securities
(Both Realized and Unrealized 4.14 0.64

- ----------------------------------------------------------------------
TOTAL FROM INVESTMEN OPERATIONS 4.14 0.69
- ----------------------------------------------------------------------
LESS DISTRIBUTIONS
Dividends from Net Investment Income 0.04 0.00
In Excess of Net Investment Income 0.01 0.00
Distributions from Capital Gains 0.29 0.00
- ----------------------------------------------------------------------
TOTAL DISTRIBUTIONS 0.34 0.00
- ----------------------------------------------------------------------
Net Asset Value End of Period $14.49 $10.69
======================================================================

TOTAL RETURN(b) 38.99% 6.90%(c)

RATIOS
Net Assets End of Period
($000 Omitted) $371 $266

Ratio of Expenses to Average
Net Assets(d)(e) 1.57% 0.29%(f)

Ratio of Net Investment Income
to Average Net Assets(d) (0.07)% 1.45%(f)
Portfolio Turnover Rate 78% 12%(c)
<PAGE>

(a)From August 25, 1997, commencement of investment operations, through
December 31, 1997.
(b)Total return does not reflect expenses that apply to the related insurance
policies, and inclusion of these charges would reduce the total return
figures for the period shown.
(c)Based on operations for the period shown and, accordingly, are not
representative of a full year.

(d)Various expenses of the Fund were voluntarily absorbed by INVESCO for the
year ended December 31, 1998 and all of the expenses of the Fund were
voluntarily absorbed by INVESCO for the period ended December 31, 1997. If
such expenses had not been voluntarily absorbed, ratio of expenses to average
net assets would have been 12.04% and 28.76% (annualized), respectively and
ratio of net investment loss to average net assets would have been (10.54%)
and (27.02%) (annualized), respectively.

(e)Ratio is based on Total Expenses of the Fund, less Expenses Absorbed by
Investment Adviser, which is before any expense offset arrangements.
(f)Annualized

<PAGE>
MAY 1, 1999

INVESCO VARIABLE INVESTMENT FUNDS, INC.

INVESCO VIF - BLUE CHIP GROWTH FUND
(FORMERLY, INVESCO VIF - GROWTH PORTFOLIO)

You may obtain additional information about the Fund from several sources.

FINANCIAL REPORTS. Although this Prospectus describes the Fund's
anticipated investments and operations, the Fund also prepares annual and
semiannual reports that detail the Fund's actual investments at the report
date. These reports include discussion of the Fund's recent performance, as
well as market and general economic trends affecting the Fund's
performance. The annual report also includes the report of the Fund's
independent accountants.

STATEMENT OF ADDITIONAL INFORMATION. The SAI dated May 1, 1999, is a
supplement to this Prospectus, and has detailed information about the Fund
and its investment policies and practices. A current SAI for the Fund is on
file with the Securities and Exchange Commission and is incorporated in
this Prospectus by reference; in other words, the SAI is legally a part of
this Prospectus, and you are considered to be aware of the contents of the
SAI.

INTERNET. The current Prospectus of the Fund may be accessed through the
INVESCO Web site at www.invesco.com. In addition, the Prospectus, annual
report, semiannual report and SAI of the Fund are available on the SEC Web
site at www.sec.gov.

To obtain a free copy of the current annual report, semiannual report or
SAI, write to INVESCO Distributors, Inc., P.O. Box 173706, Denver, Colorado
80217-3706; or call 1-800-525-8085. Copies of these materials are also
available (with a copying charge) from the SEC's Public Reference Section
at 450 Fifth Street, N.W., Washington, D.C. Information on the Public
Reference Section can be obtained by calling 1-800-SEC-0330. The SEC file
numbers for the Fund are 811-8038 and 033-70154.

To reach PAL(R), your 24-hour Personal Account Line, call:

1-800-424-8085

If you're in Denver, please visit one of our convenient Investor Centers:

Cherry Creek
155-B Fillmore Street

Denver Tech Center
7800 East Union Avenue

PV16 811-8038

<PAGE>

PROSPECTUS | MAY 1, 1999
- ---------------------------------------
YOU SHOULD KNOW WHAT INVESCO KNOWS (TM)

INVESCO VARIABLE INVESTMENT FUNDS, INC.

INVESCO VIF-
DYNAMICS FUND

A mutual fund sold exclusively to insurance company separate accounts for
variable annuity and variable life insurance contracts.

TABLE OF CONTENTS

Investment Goals And Strategies.................16
Fund Performance................................17
Fees And Expenses...............................17
Investment Risks................................18
Risks Associated With Particular Investments....19
Temporary Defensive Positions...................22
Fund Management.................................23
The Portfolio Managers..........................23
Share Price.....................................23
Taxes...........................................24
Dividends And Capital Gain Distributions........24
Voting Rights...................................24
Financial Highlights............................25

[INVESCO ICON]
INVESCO

<PAGE>
THIS PROSPECTUS WILL TELL YOU MORE ABOUT:

[KEY ICON] INVESTMENT OBJECTIVES & STRATEGIES

[ARROW ICON] POTENTIAL INVESTMENT RISKS

[GRAPH ICON] PAST PERFORMANCE & POTENTIAL ADVANTAGES

[INVESCO ICON] WORKING WITH INVESCO
- --------------------------------------------------------------------------------

[KEY ICON] INVESTMENT GOALS AND STRATEGIES

FOR MORE DETAILS ABOUT THE FUND'S CURRENT INVESTMENTS AND MARKET OUTLOOK,
PLEASE SEE THE MOST RECENT ANNUAL OR SEMIANNUAL REPORT.

INVESCO Funds Group, Inc. ("INVESCO") is the investment adviser for the
Fund. Together with our affiliated companies, we at INVESCO control all
aspects of the management of the Fund.

The Fund tries to buy securities that will increase in value over the long
term. It is aggressively managed. Because its strategy includes many
short-term factors -- including current information about a company,
investor interest, price movements of a company's securities and general
market and monetary conditions -- securities in its portfolio usually are
bought and sold relatively frequently.

The Fund invests in a variety of securities that we believe present
opportunities for capital growth -- primarily common stocks of companies
traded on U.S. securities exchanges, as well as over-the-counter. The Fund
also may invest in preferred stocks (which generally pay higher dividends
than common stocks) and debt instruments that are convertible into common
stocks, as well as in securities of foreign companies.

Because these companies are comparatively small, the prices of their
securities tend to move up and down more rapidly than the securities prices
of larger, more established companies. Therefore, the price of Fund shares
tends to fluctuate more than it would if the Fund invested in the
securities of larger companies.

The Fund uses a BOTTOM UP approach, with selections based on individual
security analysis. In general, the Fund's portfolio contains securities of
companies in industries that are growing globally. The Fund usually avoids
stocks of companies in cyclical, mature or slow-growing industries or
economic sectors. The Fund seeks to invest in stocks of leading companies
in attractive markets or industries, or emerging leaders that have
developed a new competitive advantage. Healthy returns and strong cash flow
are also significant factors in the selection of the Fund's stocks. Another
important consideration in the structure of the Fund's portfolio is
diversification of the Fund's holdings by industry and by economic sector.

<PAGE>
[GRAPH ICON] FUND PERFORMANCE

The bar chart below shows the Fund's actual yearly performance ended
December 31 (commonly known as its "total return") since inception. The
table below shows average annual returns for various periods ended December
31, 1998 for the Fund compared to the S&P Mid Cap 400 Index. The
information in the chart and table illustrates the variability of the
Fund's returns and how its performance compared to a broad measure of
market performance. The bar chart provides some indication of the risks of
investing in the Fund by showing changes in the year to year performance of
the Fund. Remember, past performance does not indicate how the Fund will
perform in the future.(1)

The Fund's returns are net of its expenses, but do not reflect the
additional fees and expenses of your variable annuity or variable life
insurance contract. If those contract fees and expenses were included, the
returns would be less than those shown.

VIF-DYNAMICS FUND
ACTUAL ANNUAL TOTAL RETURN (2)

The bar chart shows the actual yearly
performance ended December 31.

Best Calendar qtr. 12/98 26.57%
Worst Calendar qtr. 9/98 -19.95%
AVERAGE ANNUAL RETURN
-------------------------------
SINCE
1 YEAR INCEPTION (8/97)(2)
--------------------------------------------------------------------------
VIF-Dynamics Fund 19.35% 16.81%
S&P Mid Cap 400 Index (1) 18.25% 19.69%

(1)The S&P Mid Cap 400 Index is an unmanaged index that shows performance of
domestic mid-capitalization stocks. Please keep in mind that the index
does not pay brokerage, management or administrative expenses, all of
which are paid by the Fund and are reflected in its annual return.

(2)Total return figures include reinvested dividends and capital gain
distributions, and include the effect of the Fund's expenses.

FEES AND EXPENSES

ANNUAL FUND OPERATING EXPENSES THAT ARE DEDUCTED FROM FUND ASSETS

VIF-DYNAMICS FUND
Management Fees 0.60%
Distribution and Service (12b-1) Fees None
Other Expenses (1)(2)(3) 14.41%
Total Annual Fund Operating Expenses (1)(2)(3) 15.01%

(1)Certain expenses of the Fund are being absorbed voluntarily by INVESCO
pursuant to a commitment to the Fund. After absorption, the Fund's "Other
Expenses" and "Total Annual Fund Operating Expenses" were 0.85% and
1.45%, respectively. This commitment may be changed at any time following
consultation with the board of directors.

(2)The fund's actual "Total Annual Fund Operating Expenses" were lower
than the figures shown, because its custodian fees were reduced under an
expense offset arrangement. Because of an SEC requirement, the figures
shown do not reflect those reductions.

(3)The expense information presented in the table has been restated to
reflect a change in the administrative fee.

<PAGE>
EXAMPLE

This Example is intended to help you compare the cost of investing in the
Fund to the cost of investing in other mutual funds.

The following reflects the costs without the absorption of expenses:(1)
1 year 3 years 5 years 10 years
$1,426 $3,864 $5,838 $9,283

(1)The following reflects the costs with the absorption of expenses:
1 year 3 years 5 years 10 years
$148 $459 $792 $1,735

[ARROW ICON] INVESTMENT RISKS

BEFORE ALLOCATING CONTRACT VALUES TO THE FUND, YOU SHOULD DETERMINE THE
LEVEL OF RISK WITH WHICH YOU ARE COMFORTABLE. TAKE INTO ACCOUNT FACTORS
LIKE YOUR AGE, CAREER, INCOME LEVEL, AND TIME HORIZON.

You should determine the level of risk with which you are comfortable
before you allocate contract values to the Fund. The principal risks of any
mutual fund, including the Fund, are:

NOT INSURED. Mutual funds are not insured by the Federal Deposit Insurance
Corporation ("FDIC") or any other agency, unlike bank deposits such as CDs
or savings accounts.

NO GUARANTEE. No mutual fund can guarantee that it will meet its investment
objectives.

VOLATILITY. The price of Fund shares will increase or decrease with changes
in the value of the Fund's underlying investments.

CREDIT RISK
The Fund may invest in debt instruments, such as notes and bonds. There is
a possibility that the issuers of these instruments will be unable to meet
interest payments or repay principal. Changes in the financial strength of
an issuer may reduce the credit rating of its debt instruments and may
affect their value.

DEBT SECURITIES RISK
Debt securities include bonds, notes and other securities that give the
holder the right to receive fixed amounts of principal, interest, or both
on a date in the future or on demand. Debt securities also are often
referred to as fixed income securities, even if the rate of interest varies
over the life of the security.

Debt securities are generally subject to credit risk and market risk.
Credit risk is the risk that the issuer of the security may be unable to
meet interest or principal payments or both as they come due. Market risk
is the risk that the market value of the security may decline for a variety
of reasons, including changes in interest rates. An increase in interest
rates tends to reduce the market values of debt securities in which the
Fund invests. A decline in interest rates tends to increase the market
values of debt securities in which the Fund invests.

Moody's and Standard & Poor's ("S&P") ratings provide a useful but not
certain guide to the credit risk of many debt securities. The lower the
rating of a debt security, the greater the credit risk the rating service
assigns to the security. To compensate investors for accepting that greater
risk, lower-rated securities tend to offer higher interest rates.
Lower-rated debt securities are often referred to as "junk bonds." A debt
security is considered lower grade if it is rated Ba or less by Moody's or
BB or less by S&P and is usually considered to be speculative.

In addition to poor individual company performance in the marketplace or in
its internal management, a significant economic downturn or increase in
interest rates may cause issuers of debt securities to experience increased
financial problems which could hurt their ability to pay principal and
interest obligations, to meet projected business goals, and to obtain
additional financing. These conditions more severely impact issuers of
lower-rated debt securities. The market for lower rated straight debt
securities may not be as liquid as the market for higher rated straight
debt securities. Therefore, INVESCO attempts to limit purchases of lower
rated securities to securities having an established secondary market.

Debt securities rated Caa by Moody's may be in default or may present risks
of non-payment of principal or interest. Lower rated securities by Standard
& Poor's (categories BB, B, CCC) include those which are predominantly
speculative because of the issuer's perceived capacity to pay interest and
repay principal in accordance with their terms; BB indicates the lowest
degree of speculation and CCC a high degree of speculation. While such
bonds will likely have some quality and protective characteristics, these
are usually outweighed by large uncertainties or major risk exposures to
adverse conditions.

<PAGE>

POLITICAL RISK. Political actions, events or instability may result in
unfavorable changes in the value of a security.

DIPLOMATIC RISK. A change in diplomatic relations between the U.S. and
a foreign country could affect the value or liquidity of investments.

The introduction of the euro presents some uncertainties and possible
risks, which could adversely affect the value of securities held by the
Fund.

DERIVATIVES RISK
A derivative is a financial instrument whose value is "derived," in some
manner, from the price of another security, index, asset or rate.
Derivatives include options and futures contracts, among a wide range of
other instruments. The principal risk of investments in derivatives is that
the fluctuations in their values may not correlate perfectly with the
overall securities markets. Some derivatives are more sensitive to interest
rate changes and market price fluctuations than others. Also, derivatives
are subject to counterparty risk.

The Fund generally invests in common stocks of companies traded on U.S.
securities exchanges, as well as over-the-counter. However, in an effort to
diversify its holdings and provide some protection against the risk of
other investments, the Fund also may invest in other types of securities
and other financial instruments, as indicated in the chart below. These
investments, which at any given time may constitute a significant portion
of the Fund's portfolio, have their own risk.

<TABLE>

<CAPTION>
- -------------------------------------------------------------------------------------
INVESTMENT RISKS
- -------------------------------------------------------------------------------------
<S> <C>
AMERICAN DEPOSITORY RECEIPTS (ADRS)
These are securities issued by U.S. banks that represent Market, Information,
shares of foreign corporations held by those banks. Political, Regulatory,
Although traded in U.S. securities markets and valued in Diplomatic, Liquidity
U.S. dollars, ADRs carry most of the risks of investing and Currency Risks
directly in foreign securities.
- -------------------------------------------------------------------------------------
DEBT SECURITIES
Securities issued by private companies or governments Market, Credit, Interest
representing an obligation to pay interest and to repay Rate and Duration Risks
principal when the security matures.
- -------------------------------------------------------------------------------------
<PAGE>
- -------------------------------------------------------------------------------------
INVESTMENT RISKS
- -------------------------------------------------------------------------------------
FORWARD FOREIGN CURRENCY CONTRACTS
A contract to exchange an amount of currency on a date Currency, Political,
in the future at an agreed-upon exchange rate might be Diplomatic and
used by the Fund to hedge against changes in foreign Regulatory Risks
currency exchange rates when the Fund invests in foreign
securities. Does not reduce price fluctuations in
foreign securities, or prevent losses if the prices of
those securities decline.
- -------------------------------------------------------------------------------------
FUTURES
A futures contract is an agreement to buy or sell a Market, Liquidity, and
specific amount of a financial instrument (such as an Options and Futures Risks
index option) at a stated price on a stated date. The
Fund uses futures contracts to provide liquidity and to
hedge portfolio value.
- -------------------------------------------------------------------------------------
ILLIQUID SECURITIES
Securities that cannot be sold quickly at fair value. Liquidity Risk
- -------------------------------------------------------------------------------------
OPTION
The obligation or right to deliver or receive a security Credit, Information,
or other instrument, index or commodity, or cash Liquidity, and Options
payment depending on the price of the underlying and Futures Risks
security or the performance of an index or other
benchmark. Includes options on specific securities and
stock indices, and stock index futures. Used in Fund's
portfolio to provide liquidity and hedge portfolio value.
- -------------------------------------------------------------------------------------
REPURCHASE AGREEMENT
A contract under which the seller of a security agrees Credit and Counterparty
to buy it back at an agreed-upon price and time in the Risks
future.
- -------------------------------------------------------------------------------------
RULE 144A SECURITIES
Securities that are not registered, but which are bought Liquidity Risk
and sold solely by institutional investors. The Fund
considers many Rule 144A securities to be "liquid,"
although the market for such securities typically is
less active than the public securities markets.
- -------------------------------------------------------------------------------------
</TABLE>

[ARROW ICON] TEMPORARY DEFENSIVE POSITIONS

THE INVESTMENT ADVISER

INVESCO, located at 7800 East Union Avenue, Denver, Colorado, is the
investment adviser of the Fund. INVESCO was founded in 1932 and manages
over $21.2 billion for more than 900,000 shareholders of 51 INVESCO mutual
funds. INVESCO performs a wide variety of other services for the Funds,
including administration and transfer agency functions (the processing of
purchases, sales and exchanges of Fund shares). A wholly owned subsidiary
of INVESCO, INVESCO Distributors, Inc. ("IDI"), is the Fund's distributor
and is responsible for the sale of the Fund's shares.

INVESCO and IDI are subsidiaries of AMVESCAP PLC.

The Fund paid 0.60% of its average annual net assets to INVESCO for its
advisory services in the fiscal year ended December 31, 1998.

[INVESCO ICON] THE PORTFOLIO MANAGERS

The following individuals are primarily responsible for the day-to-day
management of the Fund's portfolio holdings:

TIMOTHY J. MILLER is the lead portfolio manager of the Fund and a Chartered
Financial Analyst. He is also a director and senior vice president of
INVESCO, where he has had progressively more responsible investment
professional positions since joining the company in 1992. Before joining
INVESCO, Tim was a portfolio manager with Mississippi Valley Advisors. He
holds an M.B.A. from the University of Missouri -St.
Louis and a B.S.B.A. from St. Louis University.

TOM WALD is the co-portfolio manager of the Fund and a Chartered Financial
Analyst who joined INVESCO in 1997. He is also a Vice President of INVESCO.
Before joining us, he was employed by Munder Capital Management, Duff &
Phelps and Prudential Investment Corp. He holds an M.B.A. from the Wharton
School at the University of Pennsylvania and a B.A. from Tulane University.

Tim Miller and Tom Wald are two members of the INVESCO Growth Team, which
is led by Timothy J. Miller.

[INVESCO ICON] SHARE PRICE

CURRENT MARKET VALUE OF FUND ASSETS
+ ACCRUED INTEREST & DIVIDENDS
- - FUND DEBTS,
INCLUDING ACCRUED EXPENSES
- -----------------------------------
/ NUMBER OF SHARES
= YOUR SHARE PRICE (NAV)

<PAGE>

[GRAPH ICON] TAXES

[GRAPH ICON] DIVIDENDS AND CAPITAL GAIN DISTRIBUTIONS

NET INVESTMENT INCOME AND NET REALIZED CAPITAL GAINS ARE DISTRIBUTED TO
SHAREHOLDERS AT LEAST ANNUALLY.

[INVESCO ICON] VOTING RIGHTS

(For a Fund Share Outstanding Throughout Each Period)

Year Ended Period Ended
December 31 December 31
- -----------------------------------------------------------------------------
1998 1997(a)
PER SHARE DATA
Net Asset Value-Beginning of Period $10.34 $10.00
- ------------------------------------------------------------------------------
INCOME FROM INVESTMENT OPERATIONS
Net Investment Income 0.00 0.02
Net Gains or (Losses) on Securities
(Both Realized and Unrealized) 1.98 0.32
- ------------------------------------------------------------------------------
TOTAL FROM INVESTMENT OPERATIONS 1.98 0.34
- ------------------------------------------------------------------------------
LESS DISTRIBUTIONS
Dividends from Net Investment Income 0.02 0.00
Distributions from Capital Gains 0.15 0.00
TOTAL DISTRIBUTIONS 0.17 0.00
- ------------------------------------------------------------------------------
Net Asset Value End of Period $12.15 $10.34
==============================================================================

TOTAL RETURN(b) 19.35% 3.40%(c)

RATIOS
Net Assets End of Period ($000 Omitted) $308 $257
Ratio of Expenses to Average Net
Assets(d)(e) 1.45% 0.52%(f)
Ratio of Net Investment Income to
Average Net Assets(d) (0.64%) 0.63%(f)
Portfolio Turnover Rate 55% 28%(c)

(a)From August 25, 1997, commencement of investment operations, through
December 31, 1997.
(b)Total return does not reflect expenses that apply to the related
insurance policies, and inclusion of these charges would reduce the total
return figures for the period shown.
(c)Based on operations for the period shown and, accordingly, are not
representative of a full year.

(d)Various expenses of the Fund were voluntarily absorbed by INVESCO for the
year ended December 31, 1998 and all of the expenses of the Fund were
voluntarily absorbed by INVESCO for the period ended December 31, 1997. If
such expenses had not been voluntarily absorbed, ratio of expenses to
average net assets would have been 14.76% and 34.18% (annualized),
respectively and ratio of net investment loss to average net assets would
have been (13.95%) and (33.03%) (annualized), respectively.

(e)Ratio is based on Total Expenses of the Fund, less Expenses Absorbed by
Investment Adviser, which is before any expense offset arrangements.
(f)Annualized

<PAGE>
MAY 1, 1999
INVESCO VARIABLE INVESTMENT FUNDS, INC.

INVESCO VIF-DYNAMICS FUND

You may obtain additional information about the Fund from several sources.

INTERNET. The current Prospectus of the Fund may be accessed through the
INVESCO Web site at www.invesco.com. In addition, the Prospectus, annual
report, semiannual report and the SAI of the Fund are available on the SEC
Web site at www.sec.gov.

To reach PAL(R), your 24-hour Personal Account Line, call:

1-800-424-8085

If you're in Denver, please visit one of our convenient Investor Centers:

Cherry Creek
155-B Fillmore Street

Denver Tech Center
7800 East Union Avenue

PV11 811-8038

<PAGE>

PROSPECTUS | MAY 1, 1999
- -----------------------------------------
YOU SHOULD KNOW WHAT INVESCO KNOWS (TM)
- -----------------------------------------

INVESCO VARIABLE INVESTMENT FUNDS, INC.

INVESCO VIF -
EQUITY INCOME FUND
(FORMERLY, INVESCO VIF - INDUSTRIAL INCOME PORTFOLIO)

A mutual fund sold exclusively to insurance company separate accounts for
variable annuity and variable life insurance contracts.

TABLE OF CONTENTS

Investment Goals And Strategies.................28
Fund Performance................................29
Fees And Expenses...............................29
Investment Risks................................30
Risks Associated With Particular Investments....31
Temporary Defensive Positions...................35
Fund Management.................................35
The Portfolio Managers..........................35
Share Price.....................................36
Taxes...........................................36
Dividends And Capital Gain Distributions........36
Voting Rights...................................36
Financial Highlights............................37

[INVESCO ICON]
INVESCO

[KEY ICON] INVESTMENT OBJECTIVES & STRATEGIES

[ARROW ICON] POTENTIAL INVESTMENT RISKS

[GRAPH ICON] PAST PERFORMANCE & POTENTIAL ADVANTAGES

[INVESCO ICON] WORKING WITH INVESCO
- --------------------------------------------------------------------------------

[KEY ICON] INVESTMENT GOALS AND STRATEGIES

FOR MORE DETAILS ABOUT THE FUND'S CURRENT INVESTMENTS AND MARKET OUTLOOK,
PLEASE SEE THE MOST RECENT ANNUAL OR SEMIANNUAL REPORT.

INVESCO Funds Group, Inc. ("INVESCO") is the investment adviser for the
Fund. Together with our affiliated companies, we at INVESCO control all
aspects of the management of the Fund.

The Fund is used solely as an investment vehicle for variable annuity
or variable life insurance contracts issued by certain life insurance
companies. You cannot purchase shares of the Fund directly. As an owner of
a variable annuity or variable life insurance contract that offers the Fund
as an investment option, however, you may allocate your contract values to
a separate account of the insurance company that invests in shares of the
Fund.

The Fund invests in equity and debt securities. Historically, when
stock markets are up, debt markets are down, and vice versa. By investing
in both types of securities, the Fund attempts to cushion against sharp
price movements in both equity and debt securities. The Fund's primary goal
is high current income, with growth of capital as a secondary objective.

The Fund normally invests at least 65% of its assets in dividend-paying
common and preferred stocks, although in recent years that percentage has
been somewhat higher. Stocks held by the Fund generally are expected to
produce a relatively high level of income and a consistent, stable return.
Although it focuses on the stocks of larger companies with a strong record
of paying dividends, the Fund also may invest in companies that have not
paid regular dividends. The Fund's equity investments are limited to stocks
that can be traded easily in the United States; it may, however, invest in
foreign securities in the form of American Depository Receipts (ADRs).

The rest of the Fund's assets are invested in debt securities, generally
corporate bonds that are rated investment grade or better. The Fund also
may invest up to 15% of its assets in lower-grade debt securities commonly
known as "junk bonds", which generally offer higher interest rates, but are
riskier investments than investment grade securities.

Because the Fund invests primarily in the securities of larger companies,
the Fund's price share tends to rise and fall with the up and down price
movements of larger company stocks. Due to its investment strategy, the
Fund's portfolio includes relatively few smaller companies, which may be a
disadvantage if smaller companies outperform the broad market.

<PAGE>
[GRAPH ICON]FUND PERFORMANCE

The bar chart below shows the Fund's actual yearly performance ended
December 31 (commonly known as its "total return") since inception. The
table below shows average annual returns for various periods ended December
31, 1998 for the Fund compared to the S&P 500 Index and the Lehman
Government/Corporate Bond Index. The information in the chart and table
illustrates the variability of the Fund's returns and how its performance
compared to a broad measure of market performance. The bar chart provides
some indication of the risks of investing in the Fund by showing changes in
the year to year performance of the Fund. Remember, past performance does
not indicate how the Fund will perform in the future.(1)

VIF-EQUITY INCOME FUND
ACTUAL ANNUAL TOTAL RETURN (2)

The bar chart shows the actual yearly
performance ended December 31.

Best Calendar qtr. 6/97 11.99%
Worst Calendar qtr. 9/98 -7.56%
AVERAGE ANNUAL RETURN
------------------------------
SINCE
1 YEAR INCEPTION (8/94)(2)
--------------------------------------------------------------------------
VIF-Equity Income Fund 15.30% 21.63%
S&P 500 Index (1) 28.53% 27.67%
Lehman Government/Corporate Bond Index(1) 9.47% 8.90%

(1)The S&P 500 Index is an unmanaged index that shows performance of the
broad U.S. stock market. The Lehman Government/Corporate Bond Index is an
unmanaged index that shows the performance of the broad fixed-income
market. Please keep in mind that the indexes do not pay brokerage,
management or administrative expenses, all of which are paid by the Fund
and are reflected in its annual return.

(2)Total return figures include reinvested dividends and capital gain
distributions, and include the effect of the Fund's expenses.

FEES AND EXPENSES

ANNUAL FUND OPERATING EXPENSES THAT ARE DEDUCTED FROM FUND ASSETS

VIF - EQUITY INCOME FUND

Management Fees 0.75%
Distribution and Service (12b-1) Fees None
Other Expenses (1)(2)(3) 0.42%
Total Annual Fund Operating Expenses (1)(2)(3) 1.17%

(1)Certain expenses of the Fund are being absorbed voluntarily by INVESCO
pursuant to a commitment to the Fund. After absorption, the Fund's "Other
Expenses" and "Total Annual Fund Operating Expenses" were 0.18% and 0.93%,
respectively. This commitment may be changed at any time following
consultation with the board of directors.

<PAGE>

(3)The expense information presented in the table has been restated to
reflect a change in the administrative fee.

EXAMPLE

This Example is intended to help you compare the cost of investing in the
Fund to the cost of investing in other mutual funds.

The following reflects the costs without the absorption of expenses:(1)

1 year 3 years 5 years 10 years
$119 $372 $644 $1,420

(1)The following reflects the costs with the absorption of expenses:

1 year 3 years 5 years 10 years
$95 $296 $515 $1,143

[ARROW ICON] INVESTMENT RISKS

BEFORE ALLOCATING CONTRACT VALUES TO THE FUND, YOU SHOULD DETERMINE
THE LEVEL OF RISK WITH WHICH YOU ARE COMFORTABLE. TAKE INTO ACCOUNT FACTORS
LIKE YOUR AGE, CAREER, INCOME LEVEL, AND TIME HORIZON.

You should determine the level of risk with which you are comfortable
before you allocate contract values to the Fund. The principal risks of any
mutual fund, including the Fund, are:

NOT INSURED. Mutual funds are not insured by the Federal Deposit Insurance
Corporation ("FDIC") or any other agency, unlike bank deposits such as CDs
or savings accounts.

NO GUARANTEE. No mutual fund can guarantee that it will meet its
investment objectives.

VOLATILITY. The price of Fund shares will increase or decrease with changes
in the value of the Fund's underlying investments.

YEAR 2000. Many computer systems in use today may not be able to recognize
any date after December 31, 1999. If these systems are not fixed by that
date, it is possible that they could generate erroneous information or fail
altogether. INVESCO has committed substantial resources in an effort to
make sure that its own major computer systems will continue to function on
and after January 1, 2000. Of course, INVESCO cannot fix systems that are
beyond its control. If INVESCO's own systems, or the systems of third
parties upon which it relies, do not perform properly after December 31,
1999, the Fund could be adversely affected.
<PAGE>
In addition, the markets for, or values of, securities in which the Fund
invests may possibly be hurt by computer failures affecting portfolio
investments or trading of securities beginning January 1, 2000. For
example, improperly functioning computer systems could result in securities
trade settlement problems and liquidity issues, production issues for
individual companies and overall economic uncertainties. Individual issuers
may incur increased costs in making their own systems Year 2000 compliant.
The combination of market uncertainty and increased costs means that there
is a possibility that Year 2000 computer issues may adversely affect the
Fund's investments.

[ARROW ICON] RISKS ASSOCIATED WITH PARTICULAR INVESTMENTS

<PAGE>

JUNK BOND RISK
The Fund invests in lower-grade debt securities, commonly known as "junk
bonds." Junk bonds generally pay higher interest rates than comparable
higher-grade securities, and thus can produce higher income for the Fund.
However, these higher interest rates are paid to compensate the Fund for
the additional risk that it takes when it invests in junk bonds.
Specifically, junk bonds are perceived by independent rating agencies as
having a greater risk that their issuers will not be able to pay the
interest and principal as they become due over the life of the bond. In
addition to the loss of interest payments, the market value of a defaulted
bond would likely drop, and the Fund would be forced to sell it at a loss.

CURRENCY RISK. A change in the exchange rate between U.S. dollars and a
foreign currency may reduce the value of the Fund's investment in a
security valued in the foreign currency, or based on that currency value.

POLITICAL RISK. Political actions, events or instability may result in
unfavorable changes in the value of a security.

REGULATORY RISK. Government regulations may affect the value of a
security. In foreign countries, securities markets that are less regulated
than those in the U.S. may permit trading practices that are not allowed
in the U.S.

DIPLOMATIC RISK. A change in diplomatic relations between the U.S. and a
foreign country could affect the value or liquidity of investments.

EUROPEAN ECONOMIC AND MONETARY UNION. Austria, Belgium, Finland, France,
Germany, Ireland, Italy, Luxembourg, The Netherlands, Portugal and Spain
are presently members of the European Economic and Monetary Union (the
"EMU") which as of January 1, 1999 adopted the euro as a common currency.
The national currencies will be sub-currencies of the euro until July 1,
2002, at which time the old currencies will disappear entirely. Other
European countries may adopt the euro in the future.

<PAGE>
The introduction of the euro presents some uncertainties and possible
risks, which could adversely affect the value of securities held by the
Fund.

OPTIONS AND FUTURES RISK
Options and futures are common types of derivatives that a Fund may
occasionally use to hedge its investments. An option is the right to buy or
sell a security or other investment, index or commodity at a specific price
on or before a specific date. A future is an agreement to buy or sell a
security or other investment, index or commodity at a specific price on a
specific date.

LACK OF TIMELY INFORMATION RISK
Timely information about a security or its issuer may be unavailable,
incomplete or inaccurate. This risk is more common to securities issued
by foreign companies and companies in emerging markets than it is to the
securities of U.S.-based companies

The Fund generally invests in equity and debt securities. However, in an
effort to diversify its holdings and provide some protection against the
risk of other investments, the Fund also may invest in other types of
securities and other financial instruments, as indicated in the chart
below. These investments, which at any given time may constitute a
significant portion of the Fund's portfolio, have their own risks.

<CAPTION>
- -------------------------------------------------------------------------------------
INVESTMENT RISKS
- -------------------------------------------------------------------------------------
<S> <C>
DEBT SECURITIES
Securities issued by private companies or governments Market, Credit, Interest
representing an obligation to pay interest and to Rate, Duration and Debt
repay principal when the security matures. Securities Risks
- -------------------------------------------------------------------------------------
FORWARD FOREIGN CURRENCY CONTRACTS
A contract to exchange an amount of currency on a date Currency, Political,
in the future at an agreed-upon exchange rate might be Diplomatic and
used by the Fund to hedge against changes in foreign Regulatory Risks
currency exchange rates when the Fund invests in foreign
securities. Does not reduce price fluctuations in
foreign securities, or prevent losses if the prices of
those securities decline.
- -------------------------------------------------------------------------------------
FUTURES
A futures contract is an agreement to buy or sell a Market, Liquidity and
specific amount of a financial instrument (such as an Options and Futures Risks
index option) at a stated price on a stated date. The
Fund uses futures contracts to provide liquidity and to
hedge portfolio value.
- -------------------------------------------------------------------------------------
ILLIQUID SECURITIES
Securities that cannot be sold quickly at fair value. Liquidity Risk
- -------------------------------------------------------------------------------------
JUNK BONDS
Debt Securities that are rated BB or lower by Standard & Market, Credit, Interest
Poors or Ba or lower by Moody's. Tend to pay higher Rate and Duration Risks
interest rates than higher-rated debt securities,
but carry a higher credit risk.
- -------------------------------------------------------------------------------------
OPTION
The obligation or right to deliver or receive a security Credit, Information,
or other investment, index or commodity, or cash Liquidity and Options
payment depending on the price of the underlying and Futures Risks
security or the performance of an index or other
benchmark. Includes options on specific securities
and stock indices, and stock index futures. Used in
Fund's portfolio to provide liquidity and hedge portfolio
value.
- -------------------------------------------------------------------------------------
REPURCHASE AGREEMENT
A contract under which the seller of a security agrees Credit and Counterparty
to buy it back at an agreed-upon price and time in the Risks
future.
- -------------------------------------------------------------------------------------
RULE 144A SECURITIES
Securities that are not registered, but which are bought Liquidity Risk
and sold solely by institutional investors. The Fund
considers many Rule 144A securities to be "liquid,"
although the market for such securities typically is
less active than the public securities markets.
- -------------------------------------------------------------------------------------

</TABLE>
<PAGE>
[ARROW ICON] TEMPORARY DEFENSIVE POSITIONS

{INVESCO ICON] FUND MANAGEMENT

THE INVESTMENT ADVISER

INVESCO and IDI are subsidiaries of AMVESCAP PLC.

The Fund paid 0.75% of its average annual net assets to INVESCO for its
advisory services in the fiscal year ended December 31, 1998.

[INVESCO ICON] THE PORTFOLIO MANAGERS

The following individuals are primarily responsible for the day-to-day
management of the Fund's portfolio holdings:

CHARLES P. MAYER is Director of Investments, a co-portfolio manager of the
Fund and a director and senior vice president of INVESCO. He began his
investment career in 1969 and has been with INVESCO since 1993. Before
joining INVESCO, Charlie was a portfolio manager with Westinghouse Pension.
He holds an M.B.A. from St. John's University and a B.A. from St. Peter's
College.

DONOVAN J. (JERRY) PAUL heads INVESCO's Fixed Income Team. He is a
co-portfolio manager of the Fund and a senior vice president of INVESCO.
Jerry manages several other fixed income INVESCO Funds. He is a Chartered
Financial Analyst and a Certified Public Accountant. Before joining INVESCO
in 1994, he was with Stein, Roe & Farnham, Inc. and Quixote Investment
Management. Jerry received his M.B.A. from the University of Northern Iowa
and his B.B.A. from the University of Iowa.

<PAGE>
[INVESCO ICON] SHARE PRICE

CURRENT MARKET VALUE OF FUND ASSETS
+ ACCRUED INTEREST AND DIVIDENDS
- - FUND DEBTS,
INCLUDING ACCRUED EXPENSES
- --------------------------------------
/ NUMBER OF SHARES
= YOUR SHARE PRICE (NAV).

[GRAPH ICON] TAXES

[GRAPH ICON] DIVIDENDS AND CAPITAL GAIN DISTRIBUTIONS

NET INVESTMENT INCOME AND NET REALIZED CAPITAL GAINS ARE DISTRIBUTED TO
SHAREHOLDERS AT LEAST ANNUALLY.

[INVESCO ICON] VOTING RIGHTS

<PAGE>
FINANCIAL HIGHLIGHTS

(For a Fund Share Outstanding Throughout Each Period)

<TABLE>
<CAPTION>
Period Ended
Year Ended December 31 December 31
---------------------------------------------------
<S> <C> <C> <C> <C> <C>
1998 1997 1996 1995 1994(a)
PER SHARE DATA
Net Asset Value - Beginning of Period $17.04 $14.33 $12.58 $10.09 $10.00
- ------------------------------------------------------------------------------------------
INCOME FROM INVESTMENT OPERATIONS
Net Investment Income 0.33 0.30 0.28 0.19 0.03

Net Gains on Securities
(Both Realized and Unrealized) 2.23 3.71 2.52 2.76 0.09

- ------------------------------------------------------------------------------------------
TOTAL FROM INVESTMENT OPERATIONS 2.56 4.01 2.80 2.95 0.12
- ------------------------------------------------------------------------------------------
LESS DISTRIBUTIONS
Dividends from Net Investment Income 0.32 0.29 0.28 0.20 0.03
Distributions from Capital Gains 0.67 1.01 0.77 0.26 0.00
- ------------------------------------------------------------------------------------------
TOTAL DISTRIBUTIONS 0.99 1.30 1.05 0.46 0.03
- ------------------------------------------------------------------------------------------
Net Asset Value - End of Period $18.61 $17.04 $14.33 $12.58 $10.09
==========================================================================================

TOTAL RETURN(b) 15.30% 28.17% 22.28% 29.25% 1.23%(c)

RATIOS
Net Assets - End of Period
($000 Omitted) $60,346 $40,093 $22,342 $8,362 $525
Ratio of Expenses to Average
Net Assets(d) 0.93%(e) 0.91%(e) 0.95%(e) 1.03%(e) 0.79%(f)
Ratio of Net Investment Income
to Average Net Assets(d) 1.98% 2.18% 2.87% 3.50% 1.69%(f)
Portfolio Turnover Rate 73% 87% 93% 97% 0%(c)
</TABLE>

(a)From August 10, 1994, commencement of investment operations, through
December 31, 1994.

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

(c)Based on operations for the period shown and, accordingly, are not
representative of a full year.
(d)Various expenses of the Fund were voluntarily absorbed by INVESCO for the
years ended December 31, 1998, 1997, 1996 and 1995 and the period ended
December 31, 1994. If such expenses had not been voluntarily absorbed, ratio
of expenses to average net assets would have been 0.93%, 0.97%, 1.19%, 2.31%
and 32.55% (annualized), respectively, and ratio of net investment income
(loss) to average net assets would have been 1.98%, 2.12%, 2.63%, 2.22% and
(30.07%) (annualized), respectively.
(e)Ratio is based on Total Expenses of the Fund, less Expenses Absorbed by
Investment Adviser, which is before any expense offset arrangements.
(f)Annualized

<PAGE>
MAY 1, 1999
INVESCO VARIABLE INVESTMENT FUNDS, INC.

INVESCO VIF - EQUITY INCOME FUND
(FORMERLY, INVESCO VIF - INDUSTRIAL INCOME PORTFOLIO)

You may obtain additional information about the Fund from several sources.

To reach PAL(R), your 24-hour Personal Account Line, call:

1-800-424-8085

If you're in Denver, please visit one of our convenient Investor Centers:

Cherry Creek
155-B Fillmore Street

Denver Tech Center
7800 East Union Avenue

PV90 811-8038

<PAGE>

Prospectus | May 1, 1999
- ----------------------------------------------
YOU SHOULD KNOW WHAT INVESCO KNOWS (TM)
- ----------------------------------------------

INVESCO VARIABLE INVESTMENT FUNDS, INC.
INVESCO VIF-
HEALTH SCIENCES FUND

A mutual fund sold exclusively to insurance company separate accounts for
variable annuity and variable life insurance contracts.

TABLE OF CONTENTS

Investment Goals And Strategies.................40
Fund Performance................................41
Fees And Expenses...............................42
Investment Risks................................42
Risks Associated With Particular Investments....43
Temporary Defensive Positions...................47
Portfolio Turnover..............................47
Fund Management.................................47
The Portfolio Manager...........................48
Share Price.....................................48
Taxes...........................................48
Dividends And Capital Gain Distributions........49
Voting Rights...................................49
Financial Highlights............................50

[INVESCO ICON]
INVESCO

The Securities and Exchange Commission has not approved or disapproved the
shares of these Funds. Likewise, it has not determined if this Prospectus is
truthful or complete. Anyone who tells you otherwise is committing a federal
crime.

<PAGE>
THIS PROSPECTUS WILL TELL YOU MORE ABOUT:

[KEY ICON] INVESTMENT OBJECTIVES & STRATEGIES

[ARROW ICON] POTENTIAL INVESTMENT RISKS

[GRAPH ICON] PAST PERFORMANCE & POTENTIAL ADVANTAGES

[INVESCO ICON] WORKING WITH INVESCO
- --------------------------------------------------------------------------------

[KEY ICON] INVESTMENT GOALS AND STRATEGIES

FOR MORE DETAILS ABOUT THE FUND'S CURRENT INVESTMENTS AND MARKET OUTLOOK,
PLEASE SEE THE MOST RECENT ANNUAL OR SEMIANNUAL REPORT.

INVESCO Funds Group, Inc. ("INVESCO") is the investment adviser for the
Fund. Together with our affiliated companies, we at INVESCO control all
aspects of the management of the Fund.

The Fund is aggressively managed. Although the Fund can invest in debt
securities, it primarily invests in equity securities that INVESCO believes
will rise in price faster than other investments, as well as options and
other investments whose value is based upon the values of equity
securities.

The Fund seeks capital appreciation and invests primarily in the equity
securities of companies that develop, produce or distribute products or
services related to health care. These industries include, but are not
limited to, medical equipment or supplies, pharmaceuticals, health care
facilities, and applied research and development of new products or
services.

The Fund normally invests at least 80% of its assets in companies doing
business in the health sciences economic sector. The remainder of the
Fund's assets are not required to be invested in the sector. To determine
whether a potential investment is truly doing business in a particular
sector, a company must meet at least one of the following tests:

* At least 50% of its gross income or its net sales must come from
activities in the sector;
* At least 50% of its assets must be devoted to producing revenues from the
sector; or
* Based on other available information, we determine that its
primary business is within the sector.
<PAGE>
INVESCO uses a bottom-up investment approach to create the Fund's
investment portfolio, focusing on company fundamentals and growth prospects
when selecting securities. In general, the Fund emphasizes strongly managed
companies that INVESCO believes will generate above-average growth rates
for the next three to five years. We prefer markets and industries where
leadership is in a few hands, and we tend to avoid slower-growing markets
or industries.

The Fund's investments are diversified across the health sciences sector.
However, because those investments are limited to a comparatively narrow
segment of the economy, the Fund's investments are not as diversified as
most mutual funds, and far less diversified than the broad securities
markets. This means that the Fund tends to be more volatile than other
mutual funds, and the values of its portfolio investments tend to go up and
down more rapidly. As a result, the value of a Fund share may rise or fall
rapidly. The health care industry is heavily regulated, and changing
government regulations may adversely affect the companies in which the Fund
invests.

We target strongly managed, innovative companies with new products.
INVESCO attempts to blend well-established health care firms with
faster-growing, more dynamic entities. Well-established health care
companies typically provide liquidity and earnings visibility for the
portfolio and represent core holdings in the Fund. The remainder of the
portfolio consists of faster-growing, more dynamic health care companies,
which have new products or are increasing their market share of existing
products. Many faster-growing health care companies have limited operating
histories and their potential profitability may be dependent on regulatory
approval of their products, which increases the volatility of these
companies' security prices.

Many of these activities are funded or subsidized by governments;
withdrawal or curtailment of this support could lower the profitability and
market prices of such companies. Changes in government regulation could
also have an adverse impact. Continuing technological advances may mean
rapid obsolescence of products and services.

[GRAPH ICON] FUND PERFORMANCE

VIF-HEALTH SCIENCES FUND
ACTUAL ANNUAL TOTAL RETURN (2)

The bar chart shows the actual yearly
performance ended December 31.

Best Calendar qtr. 12/98 15.79%
Worst Calendar qtr. 9/98 -0.07%
AVERAGE ANNUAL RETURN
------------------------------
SINCE
1 YEAR INCEPTION (5/97)(2)
--------------------------------------------------------------------------
VIF - Health Sciences Fund 42.85% 32.62%
S&P 500 Index (1) 28.53% 28.25%

<PAGE>

FEES AND EXPENSES

ANNUAL FUND OPERATING EXPENSES THAT ARE DEDUCTED FROM FUND ASSETS

VIF-HEALTH SCIENCES FUND
Management Fees 0.75%
Distribution and Service (12b-1) Fees None
Other Expenses(1)(2)(3) 3.57%
Total Annual Fund Operating Expenses (1)(2)(3) 4.32%

(1)Certain expenses of the Fund are being absorbed voluntarily by INVESCO
pursuant to a commitment to the Fund. After absorption, the Fund's
"Other Expenses" and "Total Annual Fund Operating Expenses" were 0.52%
and 1.27%, respectively. This commitment may be changed at any time
following consultation with the board of directors.

(3)The expense information presented in the table has been restated to
reflect a change in the administrative fee.

EXAMPLE

This Example is intended to help you compare the cost of investing in the
Fund to the cost of investing in other mutual funds.

The following reflects the costs without the absorption of expenses:(1)
1 year 3 years 5 years 10 years
$433 $1,309 $2,197 $4,470

(1)The following reflects the costs with the absorption of expenses:
1 year 3 years 5 years 10 years
$129 $403 $697 $1,534

[ARROW ICON] INVESTMENT RISKS

BEFORE ALLOCATING CONTRACT VALUES TO THE FUND, YOU SHOULD DETERMINE THE LEVEL OF
RISK WITH WHICH YOU ARE COMFORTABLE. TAKE INTO ACCOUNT FACTORS LIKE YOUR AGE,
CAREER, INCOME LEVEL, AND TIME HORIZON.

You should determine the level of risk with which you are comfortable
before you allocate contract values to the Fund. The principal risks of
any mutual fund, including the Fund, are:

<PAGE>
NOT INSURED. Mutual funds are not insured by the Federal Deposit Insurance
Corporation ("FDIC") or any other agency, unlike bank deposits such as CDs
or savings accounts.

NO GUARANTEE. No mutual fund can guarantee that it will meet its investment
objectives.

VOLATILITY. The price of Fund shares will increase or decrease with changes
in the value of the Fund's underlying investments.

[ARROW ICON] RISKS ASSOCIATED WITH PARTICULAR INVESTMENTS

<PAGE>

POLITICAL RISK. Political actions, events or instability may result in
unfavorable changes in the value of a security.

DIPLOMATIC RISK. A change in diplomatic relations between the U.S. and
a foreign country could affect the value or liquidity of investments.

<PAGE>

The introduction of the euro presents some uncertainties and possible
risks, which could adversely affect the value of securities held by
the Fund.

COUNTERPARTY RISK
This is a risk associated primarily with repurchase agreements and some
derivatives transactions. It is the risk that the other party in such a
transaction will not fulfill its contractual obligation to complete a
transaction with the Fund.
<PAGE>
LACK OF TIMELY INFORMATION RISK
Timely information about a security or its issuer may be unavailable,
incomplete or inaccurate. This risk is more common to securities issued by
foreign companies and companies in emerging markets than it is to the
securities of U.S.-based companies.

The Fund generally invests in equity securities of companies that develop,
produce or distribute products or services related to health care. However,
in an effort to diversify its holdings and provide some protection against
the risk of other investments, the Fund also may invest in other types of
securities and other financial instruments, as indicated in the chart
below. These investments, which at any given time may constitute a
significant portion of the Fund's portfolio, have their own risks.

<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------
INVESTMENT RISKS
- -------------------------------------------------------------------------------------
<S> <C>
AMERICAN DEPOSITORY RECEIPTS (ADRS)
These are securities issued by U.S. banks that represent Market, Information,
shares of foreign corporations held by those banks. Political, Regulatory,
Although traded in U.S. securities markets and valued in Diplomatic, Liquidity
U.S. dollars, ADRs carry most of the risks of investing and Currency Risks
directly in foreign securities.
- -------------------------------------------------------------------------------------
DEBT SECURITIES
Securities issued by private companies or governments Market, Credit, Interest
representing an obligation to pay interest and to Rate and Duration Risks
repay principal when the security matures.
- -------------------------------------------------------------------------------------
FORWARD FOREIGN CURRENCY CONTRACTS
A contract to exchange an amount of currency on a date Currency, Political,
in the future at an agreed-upon exchange rate might be Diplomatic and
used by the Fund to hedge against changes in foreign Regulatory Risks
currency exchange rates when the Fund invests in foreign
securities. Does not reduce price fluctua tions in
foreign securities, or prevent losses if the prices of
those securities decline.
- -------------------------------------------------------------------------------------
FUTURES
A futures contract is an agreement to buy or sell a Market, Liquidity and
specific amount of a financial instrument (such as an Options and Futures Risks
index option) at a stated price on a stated date. The
Fund uses futures contracts to provide liquidity and
to hedge portfolio value.
- -------------------------------------------------------------------------------------
ILLIQUID SECURITIES
Securities that cannot be sold quickly Liquidity Risk
at fair value.
- -------------------------------------------------------------------------------------
OPTION
The obligation or right to deliver or receive a security Credit, Information,
or other instrument, index or commod ity or cash payment Liquidity Risks and
depending on the price of the underlying security or the Options and Futures Risks
performance of an index or other benchmark. Includes
options on specific securities and stock indices, and
stock index futures. Used in Fund's portfolio to provide
liquidity and hedge portfolio value.
- -------------------------------------------------------------------------------------
<PAGE>
- -------------------------------------------------------------------------------------
INVESTMENT RISKS
- -------------------------------------------------------------------------------------
REPURCHASE AGREEMENT
A contract under which the seller of a security agrees Credit and Counterparty
to buy it back at an agreed-upon price and time in the Risks
future.
- -------------------------------------------------------------------------------------
RULE 144A SECURITIES
Securities that are not registered, but which are bought Liquidity Risk
and sold solely by institutional inves tors. The Fund
considers many Rule 144A securities to be "liquid,"
although the market for such securities typically is
less active than the public securities markets.
- -------------------------------------------------------------------------------------

</TABLE>

[ARROW ICON] TEMPORARY DEFENSIVE POSITIONS

[ARROW ICON] PORTFOLIO TURNOVER

We actively manage and trade the Fund's portfolio. Therefore, the Fund may
have a high portfolio turnover rate compared to many other mutual funds.
The Fund had a portfolio turnover rate of 107% for the fiscal year ended
December 31, 1998.

A portfolio turnover rate of 200%, for example, is equivalent to a Fund
buying and selling all of the securities in its portfolio two times in the
course of a year. A comparatively high turnover rate may result in higher
brokerage commissions.

[INVESCO ICON] FUND MANAGEMENT

INVESCO IS A SUBSIDIARY OF AMVESCAP PLC, AN INTERNATIONAL INVESTMENT MANAGEMENT
COMPANY THAT MANAGES MORE THAN $275 BILLION IN ASSETS WORLDWIDE. AMVESCAP IS
BASED IN LONDON, WITH MONEY MANAGERS LOCATED IN EUROPE, NORTH AND SOUTH AMERICA,
AND THE FAR EAST.

THE INVESTMENT ADVISER

INVESCO and IDI are subsidiaries of AMVESCAP PLC.

The Fund paid 0.75% of its average annual net assets to INVESCO for its
advisory services in the fiscal year ended December 31, 1998.
<PAGE>
[INVESCO ICON] THE PORTFOLIO MANAGER

The following individual is responsible for the day-to-day management of
the Fund's portfolio holdings:

JOHN R. SCHROER, a Chartered Financial Analyst, has been the portfolio
manager of the Fund since October 1997 (co- portfolio manager since 1994).
John also manages INVESCO Sector Funds - Health Sciences Fund and INVESCO
Global Health Sciences Fund and is a senior vice president of INVESCO and a
vice president of INVESCO Global Health Sciences Fund. John has been with
INVESCO since 1992. He was an assistant vice president with Trust Company
of the West from 1990 to 1992. John received an M.B.A. and B.S. from the
University of Wisconsin-Madison.

John Schroer is a member of, and leads, the INVESCO Health Team.

[INVESCO ICON] SHARE PRICE

CURRENT MARKET VALUE OF FUND ASSETS
+ ACCRUED INTEREST AND DIVIDENDS
- - FUND DEBTS,
INCLUDING ACCRUED EXPENSES
- --------------------------------------
/ NUMBER OF SHARES
= YOUR SHARE PRICE (NAV).

[GRAPH ICON] TAXES

[GRAPH ICON] DIVIDENDS AND CAPITAL GAIN DISTRIBUTIONS

NET INVESTMENT INCOME AND NET REALIZED CAPITAL GAINS ARE DISTRIBUTED TO
SHAREHOLDERS AT LEAST ANNUALLY.

[INVESCO ICON] VOTING RIGHTS

<PAGE>
FINANCIAL HIGHLIGHTS

(For a Fund Share Outstanding Throughout Each Period)

<TABLE>
<CAPTION>
<S> <C> <C>
Year Ended Period Ended
December 31 December 31
- --------------------------------------------------------------------------
1998(a) 1997(b)
PER SHARE DATA
Net Asset Value - Beginning of Period $11.04 $10.00
INCOME FROM INVESTMENT OPERATIONS
Net Investment Income 0.05 0.10
Net Gains on Securities
(Both Realized and Unrealized) 4.66 0.94
- -------------------------------------------------------------------------
TOTAL FROM INVESTMENT OPERATIONS 4.71 1.04
- -------------------------------------------------------------------------
LESS DISTRIBUTIONS
Dividens from Net Investment Income(a) 0.03 0.00
Distribution from Capital Gains 0.34 0.00
In Excess of Net Realized Gains 0.09 0.00
- -------------------------------------------------------------------------

TOTAL DISTRIBUTIONS 0.46 0.00

- -------------------------------------------------------------------------
Net Asset Value - End of Period $15.29 $11.04
=========================================================================

TOTAL RETURN(c) 42.85% 10.40%(d)

RATIOS
Net Assets - End of Period ($000 Omitted $2,378 $423
Ratio of Expenses to Average
Net Assets(e)(f) 1.27% 0.60%(g)
Ratio of Net Investment Income
to Average Net Assets(e) 0.35% 2.34%(g)
Portfolio Turnover Rate 107% 112%(d)

(a) The per share information was computed based on average shares.
(b) From May 22, 1997, commencement of investment operations, through December
31, 1997.
(c) Total return does not reflect expenses that apply to the related insurance
policies, and inclusion of these charges would reduce the total return
figures for the period shown.
(d) Based on operations for the period shown and, accordingly, are not
representative of a full year.

(e) Various expenses of the Fund were voluntarily absorbed by INVESCO for the
year ended December 31, 1998 and all of the expenses of the Fund were
voluntarily absorbed by INVESCO for the period ended December 31, 1997. If
such expenses had not been voluntarily absorbed, ratio of expenses to
average net assets would have been 4.20% and 21.45% (annualized),
respectively and ratio of net investment loss to average net assets
would have been (2.58%) and (18.51%) (annualized), respectively.

(f) Ratio is based on Total Expenses of the Fund, less Expenses Absorbed by
Investment Adviser, which is before any expense offset arrangements.
(g) Annualized

<PAGE>
MAY 1, 1999
INVESCO VARIABLE INVESTMENT FUNDS, INC.

INVESCO VIF-HEALTH SCIENCES FUND

You may obtain additional information about the Fund from several sources.

INTERNET. The current Prospectus of the Fund may be accessed through the
INVESCO Web site at www.invesco.com. In addition, the Prospectus, annual
report, semiannual report and the SAI of the Fund are available on the SEC
Web site at www.sec.gov.

To reach PAL(R), your 24-hour Personal Account Line, call:

1-800-424-8085

If you're in Denver, please visit one of our convenient Investor Centers:

Cherry Creek
155-B Fillmore Street

Denver Tech Center
7800 East Union Avenue

PV12 811-8038

<PAGE>

PROSPECTUS | MAY 1, 1999
- ------------------------------------------
YOU SHOULD KNOW WHAT INVESCO KNOWS (TM)
- ------------------------------------------

INVESCO VARIABLE INVESTMENT FUNDS, INC.

INVESCO VIF-
HIGH YIELD FUND

A mutual fund sold exclusively to insurance company separate accounts
for variable annuity and variable life insurance contracts.

TABLE OF CONTENTS

Investment Goals And Strategies...................53
Fund Performance..................................53
Fees And Expenses.................................54
Investment Risks..................................55
Risks Associated With Particular Investments......56
Temporary Defensive Positions.....................60
Portfolio Turnover................................61
Fund Management...................................61
The Portfolio Manager.............................61
Share Price.......................................61
Taxes.............................................62
Dividends And Capital Gain Distributions..........62
Voting Rights.....................................62
Financial Highlights..............................63

[INVESCO ICON]
INVESCO

<PAGE>

THIS PROSPECTUS WILL TELL YOU MORE ABOUT:

[KEY ICON] INVESTMENT OBJECTIVES & STRATEGIES

[ARROW ICON] POTENTIAL INVESTMENT RISKS

[GRAPH ICON] PAST PERFORMANCE & POTENTIAL ADVANTAGES

[INVESCO ICON] WORKING WITH INVESCO

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

[KEY ICON] INVESTMENT GOALS AND STRATEGIES

FOR MORE DETAILS ABOUT THE FUND'S CURRENT INVESTMENTS AND MARKET OUTLOOK,
PLEASE SEE THE MOST RECENT ANNUAL OR SEMIANNUAL REPORT.

INVESCO Funds Group, Inc. ("INVESCO") is the investment adviser for the Fund.
Together with our affiliated companies, we at INVESCO control all aspects of the
management of the Fund.

The Fund is used solely as an investment vehicle for variable annuity or
variable life insurance contracts issued by certain life insurance companies.
You cannot purchase shares of the Fund directly. As an owner of a variable
annuity or variable life insurance contract that offers the Fund as an
investment option, however, you may allocate your contract values to a separate
account of the insurance company that invests in shares of the Fund.

The Fund seeks to provide a high level of current income, with growth of
capital as a secondary objective.

It invests substantially all of its assets in lower-rated debt securities,
commonly called "junk bonds," and preferred stock, including securities
issued by foreign companies. These debt securities are highly sensitive to
changes in interest rates; in general, as interest rates rise, the value of
these securities will decline. Because the debt securities held by the Fund
tend to be lowerrated, they are more susceptible to the impact of overall
fluctuations in the economy than other, higher-rated debt securities.
Although these securities carry with them higher risks, they generally
provide higher yields - and therefore higher income - than higher-rated
debt securities.

[GRAPH ICON] FUND PERFORMANCE

The bar chart below shows the Fund's actual yearly performance ended
December 31 (commonly known as its "total return") since inception. The
table below shows average annual returns for various periods ended December
31, 1998 for the Fund compared to the Merrill Lynch High Yield Master
Index. The information in the chart and table illustrates the variability
of the Fund's returns and how its performance compared to a broad measure
of market performance. The bar chart provides some indication of the risks
of investing in the Fund by showing changes in the year to year performance
of the Fund. Remember, past performance does not indicate how the Fund will
perform in the future.(1)

VIF-HIGH YIELD FUND
ACTUAL ANNUAL TOTAL RETURN (2)

The bar chart shows the actual yearly
performance ended December 31.

Best Calendar qtr. 9/96 6.96%
Worst Calendar qtr. 9/98 -6.67%
AVERAGE ANNUAL RETURN
------------------------------
SINCE
1 YEAR INCEPTION (5/94)(2)
--------------------------------------------------------------------------
VIF-High Yield Fund 1.42% 11.82%
Merrill Lynch High Yield Master Index (1) 3.66% 10.67%

(1) The Merrill Lynch High Yield Master Index is an unmanaged index indicative
of the broad fixed-income and high-yield markets. Please keep in mind that
the index does not pay brokerage, management or administrative expenses, all
of which are paid by the Fund and are reflected in its annual return.
(2) Total return figures include reinvested dividends and capital gain
distributions, and include the effect of the Fund's expenses.

FEES AND EXPENSES

ANNUAL FUND OPERATING EXPENSES THAT ARE DEDUCTED FROM FUND ASSETS

VIF-HIGH YIELD FUND
Management Fees 0.60%
Distribution and Service (12b-1) Fees None
Other Expenses (1)(2) 0.47%
Total Annual Fund Operating Expenses (1)(2) 1.07%

(1)The Fund's actual "Total Annual Fund Operating Expenses" were lower
than the figures shown, because its custodian fees were reduced under an
expense offset arrangements. Because of an SEC requirement, the figures
shown do not reflect these reductions.

(2)The expense information presented in the table has been restated to
reflect a change in the administrative fee.

EXAMPLE

This Example is intended to help you compare the cost of investing in the
Fund to the cost of investing in other mutual funds.

<PAGE>

The following reflects the costs without the absorption of expenses:

1 year 3 years 5 years 10 years
$109 $340 $590 $1,306

[ARROW ICON] INVESTMENT RISKS

BEFORE ALLOCATING CONTRACT VALUES TO THE FUND, YOU SHOULD DETERMINE THE LEVEL OF
RISK WITH WHICH YOU ARE COMFORTABLE. TAKE INTO ACCOUNT FACTORS LIKE YOUR AGE,
CAREER, INCOME LEVEL, AND TIME HORIZON.

You should determine the level of risk with which you are comfortable before you
allocate contract values to the Fund. The principal risks of any mutual fund,
including the Fund, are:

NOT INSURED. Mutual funds are not insured by the Federal Deposit Insurance
Corporation ("FDIC") or any other agency, unlike bank deposits such as CDs
or savings accounts.

NO GUARANTEE. No mutual fund can guarantee that it will meet its investment
objectives.

VOLATILITY. The price of Fund shares will increase or decrease with changes
in the value of the Fund's underlying investments.

Moody's and Standard & Poor's ("S&P") ratings provide a useful but not
certain guide to the credit risk of many debt securities. The lower the
rating of a debt security, the greater the credit risk the rating service
assigns to the security. To compensate investors for accepting that greater
risk, lower-rated securities tend to offer higher interest rates.
Lower-rated debt securities in which the Fund invests the bulk of its
assets are often referred to as "junk bonds." A debt security is considered
lower grade if it is rated Ba or less by Moody's or BB or less by S&P.

Lower rated and non-rated debt securities of comparable quality are subject
to wider fluctuations in yields and market values than higher rated debt
securities and may be considered speculative. Although the Fund may invest
in debt securities assigned lower grade ratings by S&P or Moody's, the
Fund's investments have generally been limited to debt securities rated B
or higher by either S&P or Moody's. Debt securities rated lower than B by
either S&P or Moody's are usually considered to be highly speculative.

JUNK BOND RISK
The Fund invests significantly in lower-grade debt securities, commonly
known as "junk bonds." Junk bonds generally pay higher interest rates than
comparable higher-grade securities, and thus can produce higher income for
the Fund. However, these higher interest rates are paid to compensate the
Fund for the additional risk that it takes when it invests in junk bonds.
Specifically, junk bonds are perceived by independent rating agencies as
having a greater risk that their issuers will not be able to pay the
interest and principal as they become due over the life of the bond. In
addition to the loss of interest payments, the market value of a defaulted
bond would likely drop, and the Fund would be forced to sell it at a loss.

CURRENCY RISK. A change in the exchange rate between U.S. dollars and a
foreign currency may reduce the value of the Fund's investment in a
security valued in the foreign currency, or based on that currency value.

POLITICAL RISK. Political actions, events or instability may result in
unfavorable changes in the value of a security.

DIPLOMATIC RISK. A change in diplomatic relations between the U.S. and a
foreign country could affect the value or liquidity of investments.

EUROPEAN ECONOMIC AND MONETARY UNION. Austria, Belgium, Finland, France,
Germany, Ireland, Italy, Luxembourg, The Netherlands, Portugal and Spain
are presently members of the European Economic and Monetary Union (the
"EMU") which as of January 1, 1999 adopted the euro as a common currency.
The national currencies will be sub-currencies of the euro until July 1,
2002, at which time the old currencies will disappear entirely. Other
European countries may adopt the euro in the future.

<PAGE>
The introduction of the euro presents some uncertainties and possible
risks, which could adversely affect the value of securities held by the
Fund.

The Fund generally invests in junk bonds and preferred stock, including
securities issued by foreign companies. However, in an effort to diversify
its holdings and provide some protection against the risk of other
investments, the Fund also may invest in other types of securities and
other financial instruments as indicated in the chart below. These
investments, which at any given time may constitute a significant portion
of the Fund's portfolio, may have their own risks.

</TABLE>
<TABLE>

<CAPTION>
- -------------------------------------------------------------------------------------
INVESTMENT RISKS
- -------------------------------------------------------------------------------------
<S> <C>
DEBT SECURITIES
Securities issued by private companies or governments Market, Credit, Interest
representing an obligation to pay interest and to repay Rate and Duration Risks
principal when the security matures.
- -------------------------------------------------------------------------------------

DELAYED DELIVERY OR WHEN-ISSUED SECURITIES
Ordinarily, the Fund purchases securities and pays for Market abd Ibterest Rate
them in cash at the normal trade settle ment time. When Risk
the Fund purchases a delayed delivery or when-issued
security, it promises to pay in the future - for
example, when the security is actually available for
delivery to the Fund. The Fund's obligation to pay and
the interest rate it recieves, in the case of debt
securities, usually are fixed when the Fund promises to
pay. Between the date the Fund promises to pay and the
date the securities are actually received, the Fund
receives no interest on its investment, and bears the
risk that the market value of the when-issued security
may decline.
- -------------------------------------------------------------------------------------

FORWARD FOREIGN CURRENCY CONTRACTS
A contract to exchange an amount of currency on a date Currency, Political,
in the future at an agreed-upon exchange rate might be Diplomatic and
used by the Fund to hedge against changes in foreign Regulatory Risks
currency exchange rates when the Fund invests in foreign
securities. Does not reduce price fluctuations in
foreign securities, or prevent losses if the prices of
those securities decline.
- -------------------------------------------------------------------------------------

FUTURES
A futures contract is an agreement to buy or sell a Market, Liquidity and
specific amount of a financial instrument (such as an Options and Futures Risks
index option) at a stated price on a stated date. The
Fund uses futures contracts to provide liquidity and
to hedge portfolio value.
- -------------------------------------------------------------------------------------
<PAGE>
- ------------------------------------------------------------------------------------
INVESTMENT RISKS
- -------------------------------------------------------------------------------------

ILLIQUID SECURITIES
Securities that cannot be sold quickly at fair value. Liquidity Risk
- -------------------------------------------------------------------------------------

JUNK BONDS
Debt Securities that are rated BB or lower by Stnadard Market , Credit,
& Poors or Ba or lower by Moody's. Tend to pay higher Interest Rate and
interest rates than higher-rated debt securities, but Duration Risks
carry a higher credit risk.
- -------------------------------------------------------------------------------------

OPTION
The obligation or right to deliver or receive a security Credit, Information,
or other instrument, index or commodity, or cash payment Liquidity Risks and
depending on the price of the underlying security or the Options and Futures Risks
performance of an index or other benchmark. Includes
options on specific securities and stock indices, and
stock index futures. Used in Fund's portfolio to provide
liquidity and hedge portfolio value.
- -------------------------------------------------------------------------------------

REPURCHASE AGREEMENT
A contract under which the seller of a security agrees Credit and Counterparty
to buy it back at an agreed-upon price and time in the Risks
future.
- -------------------------------------------------------------------------------------

RULE 144A SECURITIES
Securities that are not registered, but which are bought Liquidity Risk
and sold solely by institutional investors. The Fund
considers many Rule 144A securities to be "liquid,"
although the market for such securities typically is
less active than the public securities markets.
- -------------------------------------------------------------------------------------

ZERO COUPON AND PAY-IN-KIND BONDS
Zero coupon bonds do not make cash interst payments Market, Credit, Interest
during their life. Instead, they are sold at discount to Rate andDuration Risks
face value and gradually appreciate in price as they
approach maturity. Pay-in-kind bonds pay interst in cash
or additional ecurities, at the issuer's option, for a
specified period.
- -------------------------------------------------------------------------------------
</TABLE>

[ARROW ICON] TEMPORARY DEFENSIVE POSITIONS

We actively manage and trade the Fund's portfolio. Therefore, the Fund may
have a high portfolio turnover rate compared to many other mutual funds.
The Fund had a portfolio turnover rate for the fiscal year ended December
31, 1998 of 245%.

[INVESCO ICON] FUND MANAGEMENT

INVESCO IS A SUBSIDIARY OF AMVESCAP PLC, AN INTERNATIONAL INVESTMENT MANAGEMENT
COMPANY THAT MANAGES MORE THAN $275 BILLION IN ASSETS WORLDWIDE. AMVESCAP IS
BASED IN LONDON, WITH MONEY MANAGERS LOCATED IN EUROPE, NORTH AND SOUTH AMERICA,
AND THE FAR EAST.

THE INVESTMENT ADVISER

INVESCO, located at 7800 East Union Avenue, Denver, Colorado, is the investment
adviser of the Fund. INVESCO was founded in 1932 and manages over $21.2 billion
for more than 900,000 shareholders of 51 INVESCO mutual funds. INVESCO performs
a wide variety of other services for the Funds, including administration and
transfer agency functions (the processing of purchases, sales and exchanges of
Fund shares). A wholly owned subsidiary of INVESCO, INVESCO Distributors, Inc.
("IDI"), is the Fund's distributor and is responsible for the sale of the Fund's
shares.

INVESCO and IDI are subsidiaries of AMVESCAP PLC.

The Fund paid 0.60% of its average annual net assets to INVESCO for its
advisory services in the fiscal year ended December 31, 1998.

[INVESCO ICON] THE PORTFOLIO MANAGER

The following individual is primarily responsible for the day-to-day
management of the Fund's portfolio holdings:

DONOVAN J. (JERRY) PAUL is the portfolio manager of the Fund and is senior vice
president of INVESCO who manages several other fixed income INVESCO Funds. He
is a Chartered Financial Analyst and a Certified Public Accountant. Before
joining INVESCO in 1994, he was with Stein, Roe & Farnham, Inc. and Quixote
Investment Management. Jerry received his M.B.A. from the University of
Northern Iowa and his B.B.A. from the University of Iowa.

Jerry Paul is a member of, and heads, the INVESCO Fixed Income Team.

[INVESCO ICON] SHARE PRICE

CURRENT MARKET VALUE OF FUND ASSETS
+ ACCRUED INTEREST AND DIVIDENDS
- - FUND DEBTS,
INCLUDING ACCRUED EXPENSES
- -----------------------------------
/ NUMBER OF SHARES
= YOUR SHARE PRICE (NAV).

<PAGE>

The value of Fund shares is likely to change daily. This value is known as the
Net Asset Value per share, or NAV. INVESCO determines the market value of each
investment in the Fund's portfolio each day that the New York Stock Exchange
("NYSE") is open, at the close of trading on that exchange (normally, 4:00 p.m.
New York time). Therefore, shares of the Fund are not priced on days when the
NYSE is closed, which, generally, is on weekends and national holidays in the
U.S.

[GRAPH ICON] TAXES

[GRAPH ICON] DIVIDENDS AND CAPITAL GAIN DISTRIBUTIONS

NET INVESTMENT INCOME AND NET REALIZED CAPITAL GAINS ARE DISTRIBUTED TO
SHAREHOLDERS AT LEAST ANNUALLY.

The Fund intends to distribute substantially all of its net investment income,
if any, in dividends to its shareholders. For dividend purposes, net investment
income consists of all dividends or interest earned by the Fund's investments,
minus the Fund's expenses (including the advisory fee). All of the Fund's net
realized capital gains, if any, are distributed periodically, no less frequently
than annually. All dividends and distributions of the Fund are reinvested in
additional shares of the Fund at net asset value.

[INVESCO ICON] VOTING RIGHTS

(For a Fund Share Outstanding Throughout Each Period)

PERIOD ENDED
YEAR ENDED DECEMBER 31 DECEMBER 31
- ------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>

1998 1997 1996 1995 1994(a)
PER SHARE DATA
Net Asset Value -
Beginning of Period $12.46 $11.78 $11.04 $10.01 $10.00
- ------------------------------------------------------------------------
INCOME FROM
INVESTMENT OPERATIONS
Net Investment Income 0.97 0.78 0.72 0.55 0.05
Net Gains or (Losses)
on Securities
(Both Realized and (0.80) 1.26 1.11 1.43 0.01
Unrealized)
- ------------------------------------------------------------------------
TOTAL FROM INVESTMENT 0.17 2.04 1.83 1.98 0.06
OPERATIONS
- ------------------------------------------------------------------------
LESS DISTRIBUTIONS
Dividends from Net 0.98 0.78 0.71 0.55 0.05
Investment Income
Distributions from 0.23 0.58 0.38 0.40 0.00
Capital Gains
In Excess Capital 0.11 0.00 0.00 0.00 0.00
Gains
- ------------------------------------------------------------------------
TOTAL DISTRIBUTIONS 1.32 1.36 1.09 0.95 0.05
- ------------------------------------------------------------------------
Net Asset Value -
End of Period $11.31 $12.46 $11.78 $11.04 $10.01
========================================================================

TOTAL RETURN (b) 1.42% 17.33% 16.59% 19.76% 0.60%(c)

<PAGE>
RATIOS
Net Assets - End of Period
($000 Omitted) $42,026 $30,881 $14,033 $5,233 $624
Ratio of Expenses to
Average Net Assets (d) 0.85%(e) 0.83%(e) 0.87%(e) 0.97%(e) 0.74%(f)
Ratio of Net Investment
Income to Average
Net Assets (d) 8.99% 8.67% 9.19% 8.79% 2.72%(f)
Portfolio Turnover
Rate 245% 344% 380% 310% 23%(c)
</TABLE>

(a)From May 27, 1994, commencement of investment operations, through December
31, 1994.

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

(c)Based on operations for the period shown and, accordingly, are not
representative of a full year.
(d)Various expenses of the Fund were voluntarily absorbed by INVESCO for the
years ended December 31, 1997, 1996 and 1995 and the period ended December
31, 1994. If such expenses had not been voluntarily absorbed, ratio of
expenses to average net assets would have been 0.94%, 1.32%, 2.71% and
30.38%, respectively and ratio of net investment income (loss) to average net
assets would have been 8.56%, 8.74%, 7.05% and (26.92%), respectively.
(e)Ratio is based on Total Expenses of the Fund, less Expenses Absorbed by
Investment Adviser, which is before any expense offset arrangements.
(f)Annualized

<PAGE>
May 1, 1999
INVESCO VARIABLE INVESTMENT FUNDS, INC.

INVESCO VIF-HIGH YIELD FUND

You may obtain additional information about the Fund from several sources.

To reach PAL(R), your 24-hour Personal Account Line, call:

1-800-424-8085

If you're in Denver, please visit one of our convenient Investor Centers:

Cherry Creek
155-B Fillmore Street

Denver Tech Center
7800 East Union Avenue

811-8038
PV93

<PAGE>

PROSPECTUS | MAY 1, 1999
- ----------------------------------------
YOU SHOULD KNOW WHAT INVESCO KNOWS (TM)
- ----------------------------------------

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

A mutual fund sold exclusively to insurance company separate accounts for
variable annuity and variable life insurance contracts.

TABLE OF CONTENTS

Investment Goals And Strategies.................67
Fund Performance................................68
Fees And Expenses...............................68
Investment Risks................................68
Risks Associated With Particular Investments....69
Temporary Defensive Positions...................74
Portfolio Turnover..............................74
Fund Management.................................74
The Portfolio Managers..........................75
Share Price.....................................75
Taxes...........................................75
Dividends And Capital Gain Distributions........76
Voting Rights...................................76
Financial Highlights............................77

[INVESCO ICON]
INVESCO

<PAGE>
THIS PROSPECTUS WILL TELL YOU MORE ABOUT:

[KEY ICON] INVESTMENT OBJECTIVES & STRATEGIES
[ARROW ICON] POTENTIAL INVESTMENT RISKS
[GRAPH ICON] PAST PERFORMANCE & POTENTIAL ADVANTAGES
[INVESCO ICON] WORKING WITH INVESCO
- --------------------------------------------------------------------------------

[KEY ICON] INVESTMENT GOALS AND STRATEGIES

FOR MORE DETAILS ABOUT THE FUND'S CURRENT INVESTMENTS AND MARKET OUTLOOK,
PLEASE SEE THE MOST RECENT ANNUAL OR SEMIANNUAL REPORT.

INVESCO Funds Group, Inc. ("INVESCO") is the investment adviser for the
Fund. Together with our affiliated companies, we at INVESCO control all
aspects of the management of the Fund.

The Fund tries to buy securities that will increase in value over the long
term. Above-average current income is an additional consideration.

Although the Fund can invest in debt securities, it primarily invests in
equity securities that INVESCO believes will rise in price faster than
other investments, as well as options and other investments whose value is
based upon the values of equity securities.

The Fund normally invests at least 65% of its assets in companies doing
business in the real estate industry. The remainder of the Fund's assets
are invested in other income-producing securities. The Fund's investments
are diversified across the realty sector. However, because those
investments are limited to a comparatively narrow segment of the economy,
the Fund's investments are not as diversified as most mutual funds, and far
less diversified than the broad securitites markets. This means that the
Fund tends to be more volatile than other mutual funds, and the values of
its portfolio investments tend to go up and down more rapidly. As a result,
the value of a Fund share may rise or fall rapidly.

The real estate industry is highly cyclical, and the value of securities
issued by companies doing business in that industry may fluctuate widely.
The real estate industry-- and, therefore, the performance of the Fund-- is
highly sensitive to national, regional and local economic conditions,
interest rates, property taxes, overbuilding and changes in rental income.

INVESCO uses a bottom-up investment approach to create the Fund's
investment portfolio, focusing on company fundamentals and growth prospects
when selecting securities. In general, the Fund emphasizes strongly managed
companies that INVESCO believes will generate above-average growth rates
for the next three to five years.
<PAGE>
[GRAPH ICON] FUND PERFORMANCE

Performance information for the Fund is not included, because the Fund was
not in existence for a year at its fiscal year end.

FEES AND EXPENSES

ANNUAL FUND OPERATING EXPENSES THAT ARE DEDUCTED FROM FUND ASSETS

VIF-REALTY FUND
Management Fees 0.90%
Distribution and Service (12b-1) Fees None
Other Expenses (1)(2)(3) 7.88%
Total Annual Fund Operating Expenses (1)(2)(3) 8.78%

(1)Certain expenses of the Fund are being absorbed voluntarily by INVESCO
pursuant to a commitment to the Fund. After absorption, the Fund's
"Other Expenses" and "Total Annual Fund Operating Expenses" were 1.00%
and 1.90%, respectively. This commitment may be changed at any time
following consultation with the board of directors.

(2)The Fund's actual "Total Annual Fund Operating Expenses" were lower
than the figures shown, because its custodian fees were reduced under an
expense offset arrangements. Because of an SEC requirement, the figures
do not reflect these reductions.

(3)The expense information presented in the table has been restated to
reflect a change in the administrative fee.

EXAMPLE

This Example is intended to help you compare the cost of investing in the
Fund to the cost of investing in other mutual funds.

The following reflects the costs without the absorption of expenses:(1)
1 year 3 years
$861* $2,488*

(1)The following reflects the costs with the absorption of expenses:
1 year 3 years
$193* $597*

*Annualized

[ARROW ICON] INVESTMENT RISKS

BEFORE ALLOCATING CONTRACT VALUES TO THE FUND, YOU SHOULD DETERMINE THE LEVEL OF
RISK WITH WHICH YOU ARE COMFORTABLE. TAKE INTO ACCOUNT FACTORS LIKE YOUR AGE,
CAREER, INCOME LEVEL, AND TIME HORIZON.

You should determine the level of risk with which you are comfortable
before you allocate contract values to the Fund. The principal risks of any
mutual fund, including the Fund, are:

NOT INSURED. Mutual funds are not insured by the Federal Deposit Insurance
Corporation ("FDIC") or any other agency, unlike bank deposits such as CDs
or savings accounts.
<PAGE>
NO GUARANTEE. No mutual fund can guarantee that it will meet its investment
objectives.

VOLATILITY. The price of Fund shares will increase or decrease with changes
in the value of the Fund's underlying investments.

[ARROW ICON] RISKS ASSOCIATED WITH PARTICULAR INVESTMENTS

<PAGE>

FOREIGN SECURITIES RISK

Investments in foreign and emerging markets carry special risks, including
currency, political, regulatory and diplomatic risks. The Fund may invest
up to 25% of its assets in securities of non-U.S. issuers.

CURRENCY RISK. A change in the exchange rate between U.S. dollars and a
foreign currency may reduce the value of the Fund's investment in a
security valued in the foreign currency, or based on that currency
value.

POLITICAL RISK. Political actions, events or instability may result in
unfavorable changes in the value of a security.

DIPLOMATIC RISK. A change in diplomatic relations between the U.S. and
a foreign country could affect the value or liquidity of investments.

The introduction of the euro presents some uncertainties and possible
risks, which could adversely affect the value of securities held by the
Fund.

<PAGE>
DERIVATIVES RISK
A derivative is a financial instrument whose value is "derived," in some
manner, from the price of another security, index, asset or rate.
Derivatives include options and futures contracts, among a wide range of
other instruments. The principal risk of investments in derivatives is that
the fluctuations in their values may not correlate perfectly with the
overall securities markets. Some derivatives are more sensitive to interest
rate changes and market price fluctuations than others. Also, derivatives
are subject to counterparty risk.

The Fund generally invests in companies doing business in the real estate
industry. However, in an effort to diversify its holdings and provide some
protection against the risk of other investments, the Fund also may invest
in other types of securities and other financial instruments as indicated
in the chart below. These investments, which at any given time may
constitute a significant portion of the Fund's portfolio, may have their
own risks.

<TABLE>

<CAPTION>
------------------------------------------------------------------------------
INVESTMENT RISKS
------------------------------------------------------------------------------
<S> <C>
AMERICAN DEPOSITORY RECEIPTS (ADRS)
These are securities issued by U.S. banks that Market, Information,
represent shares of foreign corporations held by those Political, Regulatory,
banks. Although traded in U.S. securities markets and Diplomatic, Liquidity
valued in U.S. dollars, ADRs carry most of the risks of and Currency Risks
investing directly in foreign securities.
------------------------------------------------------------------------------------
DEBT SECURITIES
Securities issued by private companies or governments Market, Credit, Interest
representing an obligation to pay interest and Rate and Duration Risks
to repay principal when the security matures.
------------------------------------------------------------------------------------
DELAYED DELIVERY OR WHEN-ISSUED SECURITIES
Ordinarily, the Fund purchases securities and pays for Market and Interest Rate
them in cash at the normal trade settle ment time. When Risks
the Fund purchases a delayed delivery or when-issued
security, it promises to pay in the future for
example, when the security is actually available for
delivery to the Fund. The Fund's obligation to pay and
the interest rate it receives, in the case of debt
securi ties, usually are fixed when the Fund promises
to pay. Between the date the Fund promises to pay and
the date the securities are actually received, the Fund
receives no interest on its investment, and bears the
risk that the market value of the when-issued security
may decline.
------------------------------------------------------------------------------------
<PAGE>
------------------------------------------------------------------------------------
INVESTMENT RISKS
------------------------------------------------------------------------------------
FORWARD FOREIGN CURRENCY CONTRACTS
A contract to exchange an amount of currency on a date Currency, Political,
in the future at an agreed-upon exchange rate might be Diplomatic and
used by the Fund to hedge against changes in foreign Regulatory Risks
currency exchange rates when the Fund invests in foreign
securities. Does not reduce price fluctuations in
foreign securities, or prevent losses if the
prices of those securities decline.
------------------------------------------------------------------------------------
FUTURES
A futures contract is an agreement to buy or sell a Market, Liquidity, and
specific amount of a financial instrument (such as an Options and Futures Risks
index option) at a stated price on a stated date. The
Fund uses futures contracts to provide liquidity and to
hedge portfolio value.
------------------------------------------------------------------------------------
ILLIQUID SECURITIES
Securities that cannot be sold quickly at fair value. Liquidity Risk
------------------------------------------------------------------------------------
JUNK BONDS
Debt securities that are rated BB or lower by Standard Market, Credit, Interest
& Poor's or Ba or lower by Moody's. Tend to pay higher Rate and Duration Risks
interest rates than higher-rated debt securities, but
carry a higher credit risk.
------------------------------------------------------------------------------------
MORTAGE-BACKED SECURITIES
Securities issued or guaranteed by t he U.S. government Interest Rate Risk
or federal agencies, repre senting interests in pools
of mortages purchased from lending institutions.
Interest and principal is "passed through" to
holders of the security. When interst rates drop and
homeowners refinance mortages at lower rates, the value
of mortage-backed securities tends to drop.
------------------------------------------------------------------------------------
OPTION
The obligation or right to deliver or receive a Credit, Information,
security or other instrument, index or comodity, or Liquidity, and Options
cash payment depending on the price of the underlying and Futures Risks
security or the performance of an index or other
benchmark. Includes options on specific securities and
stock indices, and stock index futures. Used in Fund's
portfolio to provide liquidity and hedge portfolio
value.
------------------------------------------------------------------------------------
REAL ESTATE INVESTMENT TRUST Interest Rate and Market
Trusts that invest in real estate or interests in real Risks
estate. Shares of REITs are publicly traded and are
subject to the same risks as any other security, as
well as risks specific to the real estate industry,
including decline in value of real estate, general and
local economic conditions and interest rate
fluctuations.
------------------------------------------------------------------------------------
REPURCHASE AGREEMENT
A contract under which the seller of a security agrees Credit and Counterparty
to buy it back at an agreed-upon price and time in the Risks
future.
------------------------------------------------------------------------------------
<PAGE>
------------------------------------------------------------------------------------
INVESTMENT RISKS
------------------------------------------------------------------------------------
RULE 144A SECURITIES
Securities that are not registered, but which are Liquidity Risk
bought and sold solely by institutional inves tors.
The Fund considers many Rule 144A securities to be
"liquid," although the market for such securities
typically is less active than the public securities
markets.
------------------------------------------------------------------------------------

</TABLE>

[ARROW ICON] TEMPORARY DEFENSIVE POSITIONS

[ARROW ICON] PORTFOLIO TURNOVER

We actively manage and trade the Fund's portfolio. Therefore, the Fund may
have a high portfolio turnover rate compared to many other mutual funds.
The Fund had a portfolio turnover rate for the fiscal year ended December
31, 1998 of 200%.

[INVESCO ICON] FUND MANAGEMENT

INVESCO IS A SUBSIDIARY OF AMVESCAP PLC, AN INTERNATIONAL INVESTMENT MANAGEMENT
COMPANY THAT MANAGES MORE THAN $275 BILLION IN ASSETS WORLDWIDE. AMVESCAP IS
BASED IN LONDON, WITH MONEY MANAGERS LOCATED IN EUROPE, NORTH AND SOUTH AMERICA,
AND THE FAR EAST.

THE INVESTMENT ADVISER

INVESCO, located at 7800 East Union Avenue, Denver, Colorado, is the
investment adviser of the Fund. INVESCO was founded in 1932 and manages
over $21.2 billion for more than 900,000 shareholders of 51 INVESCO mutual
funds. INVESCO performs a wide variety of other ser-vices for the Funds,
including administration and transfer agency functions (the processing of
purchases, sales and exchanges of Fund shares). INVESCO Realty Advisors,
Inc. ("IRAI") is the sub-adviser to the Fund. A wholly owned subsidiary of
INVESCO, INVESCO Distributors, Inc. ("IDI"), is the Fund's distributor and
is responsible for the sale of the Fund's shares.

INVESCO, IRAI and IDI are subsidiaries of AMVESCAP PLC.

The Fund paid 0.90% of its average annual net assets to INVESCO for its
advisory services in the fiscal year ended December 31, 1998.

<PAGE>
[INVESCO ICON] THE PORTFOLIO MANAGERS

The Fund's investments are selected by a team of IRAI portfolio managers
that is collectively responsible for the investment decisions relating to
the Fund. When we refer to team management without naming individual
portfolio managers, we mean a system by which a senior investment policy
group sets the allocation of Fund assets and risk controls, while
individual portfolio managers select individual securities within those
allocations.

[INVESCO ICON] SHARE PRICE

CURRENT MARKET VALUE OF FUND ASSETS
+ ACCRUED INTEREST & DIVIDENDS
- - FUND DEBTS,
INCLUDING ACCRUED EXPENSES
- -----------------------------------
/ NUMBER OF SHARES
= YOUR SHARE PRICE (NAV)

[GRAPH ICON] TAXES

<PAGE>

[GRAPH ICON] DIVIDENDS AND CAPITAL GAIN DISTRIBUTIONS

NET INVESTMENT INCOME AND NET REALIZED CAPITAL GAINS ARE DISTRIBUTED TO
SHAREHOLDERS AT LEAST ANNUALLY.

[INVESCO ICON] VOTING RIGHTS

<PAGE>

FINANCIAL HIGHLIGHTS

(For a Fund Share Outstanding Throughout Each Period)

PERIOD ENDED
DECEMBER 31
-----------------------------------------------------
1998(a)
PER SHARE DATA
Net Asset Value - Beginning of Period $10.00
-----------------------------------------------------
INCOME FROM INVESTMENT OPERATIONS
Net Investment Income 0.29

Net Losses on Securities
(Both Realized and Unrealized) (1.88)

----------------------------------------------------
TOTAL FROM INVESTMENT OPERATIONS (1.59)
----------------------------------------------------
LESS DISTRIBUTIONS
Dividends from Net Investment Income 0.19
----------------------------------------------------
Net Asset Value - End of Period $8.22
====================================================

TOTAL RETURN(b) (15.88%)(c)

RATIOS
Net Assets End of Period ($000 Omitted) $501
Ratio of Expenses to Average
Net Assets(d)(e) 1.90%(f)
Ratio of Net Investment Income
to Average Net Assets(d) 4.94%(f)
Portfolio Turnover Rate 200%(c)(g)

(a)From April 1, 1998, commencement of investment operations, through December
31, 1998.
(b)Total return does not reflect expenses that apply to the related insurance
policies, and inclusion of these charges would reduce the total return
figures for the period shown.
(c)Based on operations for the period shown and, accordingly, are not
representative of a full year.
(d)Various expenses of the Fund were voluntarily absorbed by INVESCO for the
period ended December 31, 1998. If such expenses had not been voluntarily
absorbed, ratio of expenses to average net assets would have been 8.54%
(annualized) and ratio of net investment loss to average net assets would
have been (1.70%) (annualized).
(e)Ratio is based on Total Expenses of the Fund, less Expenses Absorbed by
Investment Adviser, which is before any expense offset arrangements.
(f)Annualized
(g)Portfolio turnover was greater than expected during this period due to
active trading undertaken in response to market conditions at a time when the
Fund's assets were still relatively small and before the Fund was fully
invested.

<PAGE>

MAY 1, 1999
INVESCO VARIABLE INVESTMENT FUNDS, INC.

INVESCO VIF-REALTY FUND

You may obtain additional information about the Fund from several sources.

To reach PAL(R), your 24-hour Personal Account Line, call:

1-800-424-8085

If you're in Denver, please visit one of our convenient Investor Centers:

Cherry Creek
155-B Fillmore Street

Denver Tech Center
7800 East Union Avenue

PV17 811-8038

<PAGE>

PROSPECTUS | MAY 1, 1999
- ----------------------------------------------
YOU SHOULD KNOW WHAT INVESCO KNOWS (TM)
- ----------------------------------------------

INVESCO VARIABLE INVESTMENT FUNDS, INC.

INVESCO VIF -
SMALL COMPANY
GROWTH FUND

A mutual fund sold exclusively to insurance company separate accounts for
variable annuity and variable life insurance contracts.

TABLE OF CONTENTS

Investment Goals And Strategies..................80
Fund Performance.................................81
Fees And Expenses................................81
Investment Risks.................................82
Risks Associated With Particular Investments.....83
Temporary Defensive Positions....................87
Fund Management..................................87
The Portfolio Managers...........................87
Share Price......................................88
Taxes............................................88
Dividends And Capital Gain Distributions.........88
Voting Rights....................................88
Financial Highlights.............................89

[INVESCO ICON]
INVESCO

[KEY ICON] INVESTMENT OBJECTIVES & STRATEGIES

[ARROW ICON] POTENTIAL INVESTMENT RISKS

[GRAPH ICON] PAST PERFORMANCE & POTENTIAL ADVANTAGES

[INVESCO ICON] WORKING WITH INVESCO
- --------------------------------------------------------------------------------

[KEY ICON] INVESTMENT GOALS AND STRATEGIES

FOR MORE DETAILS ABOUT THE FUND'S CURRENT INVESTMENTS AND MARKET OUTLOOK,
PLEASE SEE THE MOST RECENT ANNUAL OR SEMIANNUAL REPORT.

INVESCO Funds Group, Inc. ("INVESCO") is the investment adviser for the
Fund. Together with our affiliated companies, we at INVESCO control all
aspects of the management of the Fund.

The Fund tries to buy securities that will increase in value over the
long term.

The Fund normally invests at least 65% of its assets in equity securities
of companies with market capitalizations of $1 billion or less. INVESCO
uses a bottom-up investment approach to the Fund's investment portfolio,
focusing on companies that are in the developing stages of their life
cycles. Using this approach, we try to identify companies that we believe
are undervalued in the marketplace, have earnings which may be expected to
grow faster than the U.S. economy in general, and/or offer the potential
for accelerated earnings growth due to rapid growth of sales, new products,
management changes, or structural changes in the economy. The prices of
securities issued by these small companies tend to rise and fall more
rapidly than those of more established companies. Therefore, the value of
shares of the Fund tends to rise and fall more rapidly than it would if the
Fund invested in larger companies. Because of its strategy, the Fund has
relatively few investments in larger companies. The prices of securities of
smaller companies -- and also the Fund's price per share -- may move up or
down more rapidly than those of larger companies or the broad stock
markets.

<PAGE>
The remainder of the Fund's assets can be invested in a wide range of
securities that may or may not be issued by small companies. In addition to
equity securities, the Fund can invest in foreign securities and debt
securities, including so-called "junk bonds."

[GRAPH ICON] FUND PERFORMANCE

The bar chart below shows the Fund's actual yearly performance ended
December 31 (commonly known as its "total return") since inception. The
table below shows average annual returns for various periods ended December
31, 1998 for the Fund compared to the Russell 2000 Index. The information
in the chart and table illustrates the variability of the Fund's returns
and how its performance compared to a broad measure of market performance.
The bar chart provides some indication of the risks of investing in the
Fund by showing changes in the year to year performance of the Fund.
Remember, past performance does not indicate how the Fund will perform in
the future.(1)

VIF-SMALL COMPANY GROWTH FUND
ACTUAL ANNUAL TOTAL RETURN (2)

The bar chart shows the actual yearly
performance ended December 31.

Best Calendar qtr. 12/98 27.57%
Worst Calendar qtr. 9/98 -17.29%
AVERAGE ANNUAL RETURN
------------------------------
SINCE
1 YEAR INCEPTION (8/97)(2)
--------------------------------------------------------------------------
VIF-Small Company Growth Fund 16.38% 11.11%
Russell 2000 Index (1) -2.55% 0.81%

(1)The Russell 2000 Index is an unmanaged index that shows performance of
smaller-capitalization stocks. Please keep in mind that the index does not
pay brokerage, management or administrative expenses, all of which are
paid by the Fund and are reflected in its annual return.

(2)Total return figures include reinvested dividends and capital gain
distributions, and include the effect of the Fund's expenses.

FEES AND EXPENSES

ANNUAL FUND OPERATING EXPENSES THAT ARE DEDUCTED FROM FUND ASSETS

VIF - SMALL COMPANY GROWTH FUND
Management Fees 0.75%
Distribution and Service (12b-1)Fees None
Other Expenses (1)(2)(3) 11.92%
Total Annual Fund Operating Expenses (1)(2)(3) 12.67%

(1)Certain expenses of the Fund are being absorbed voluntarily by INVESCO
pursuant to a commitment to the Fund. After absorption, the Fund's
"Other Expenses" and "Total Annual Fund Operating Expenses" were 1.12%
and 1.87%, respectively. This commitment may be changed at any time
following consultation with the board of directors.
<PAGE>

(3)The expense information presented in the table has been restated to
reflect a change in the administrative fee.

EXAMPLE

This Example is intended to help you compare the cost of investing in the
Fund to the cost of investing in other mutual funds.

The following reflects the costs without absorption of expenses:(1)
1 year 3 years 5 years 10 years
$1,218 $3,382 $5,227 $8,732

(1)The following reflects the costs with the absorption of expenses:
1 year 3 years 5 years 10 years
$190 $588 $1,011 $2,190

[ARROW ICON] INVESTMENT RISKS

BEFORE ALLOCATING CONTRACT VALUES TO THE FUND, YOU SHOULD DETERMINE THE
LEVEL OF RISK WITH WHICH YOU ARE COMFORTABLE. TAKE INTO ACCOUNT FACTORS
LIKE YOUR AGE, CAREER, INCOME LEVEL, AND TIME HORIZON.

You should determine the level of risk with which you are comfortable
before you allocate contract values to the Fund. The principal risks of any
mutual fund, including the Fund, are:

NOT INSURED. Mutual funds are not insured by the Federal Deposit Insurance
Corporation ("FDIC") or any other agency, unlike bank deposits such as CDs
or savings accounts.

NO GUARANTEE. No mutual fund can guarantee that it will meet its investment
objectives.

VOLATILITY. The price of Fund shares will increase or decrease with changes
in the value of the Fund's underlying investments.

[ARROW ICON] RISKS ASSOCIATED WITH PARTICULAR INVESTMENTS

<PAGE>

CURRENCY RISK. A change in the exchange rate between U.S. dollars
and a foreign currency may reduce the value of the Fund's
investment in a security valued in the foreign currency, or based on
that currency value.

POLITICAL RISK. Political actions, events or instability may result in
unfavorable changes in the value of a security.

DIPLOMATIC RISK. A change in diplomatic relations between the U.S. and
a foreign country could affect the value or liquidity of investments.

EUROPEAN ECONOMIC AND MONETARY UNION. Austria, Belgium, Finland, France,
Germany, Ireland, Italy, Luxembourg, The Netherlands, Portugal and Spain
are presently members of the European Economic and Monetary Union (the
"EMU") which as of January 1, 1999 adopted the euro as a common
currency. The national currencies will be sub-currencies of the euro
until July 1, 2002, at which time the old currencies will disappear
entirely. Other European countries may adopt the euro in the future.

The introduction of the euro presents some uncertainties and possible
risks, which could adversely affect the value of securities held by the
Fund.
<PAGE>
EMU countries, as a single market, may affect future investment
decisions of the Fund. As the euro is implemented, there may be changes
in the relative strength and value of the U.S. dollar and other major
currencies, as well as possible adverse tax consequences. The euro
transition by EMU countries - present and future - may affect the fiscal
and monetary levels of those participating countries. There may be
increased levels of price competition among business firms within EMU
countries and between businesses in EMU and non-EMU countries. The
outcome of these uncertainties could have unpredictable effects on trade
and commerce and result in increased volatility for all financial
markets.

OPTIONS AND FUTURES RISK
Options and futures are common types of derivatives that a Fund may
occasionally use to hedge its investments. An option is the right to buy or
sell a security or other instrument, index or commodity at a specific price
on or before a specific date. A future is an agreement to buy or sell a
security or other instrument, index or commodity at a specific price on a
specific date.

The Fund generally invests in equity securities with market capitalizations
of $1 billion or less. However, in an effort to diversify its holdings and
provide some protection against the risk of other investments, the Fund
also may invest in other types of securities and other financial
instruments, as indicated in the chart below. These investments, which at
any given time may constitute a significant portion of the Fund's
portfolio, have their own risks.

<PAGE>

<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------
INVESTMENT RISKS
- ----------------------------------------------------------------------------------------
<S> <C>
AMERICAN DEPOSITORY RECEIPTS (ADRS)
These are securities issued by U.S. banks that represent Market, Information,
shares of foreign corporations held by those banks. Political, Regulatory,
Although traded in U.S. securities markets and valued in Diplomatic, Liquidity and
U.S. dollars, ADRs carry most of the risks of investing Currency Risks
directly in foreign securities.
- ----------------------------------------------------------------------------------------
DEBT SECURITIES
Securities issued by private companies or governments Market, Credit, Interest
representing an obligation to pay interest and to repay Rate and Duration Risks
principal when the security matures.
- ----------------------------------------------------------------------------------------
FORWARD FOREIGN CURRENCY CONTRACTS
A contract to exchange an amount of currency on a date in Currency, Political,
the future at an agreed-upon exchange rate might be used Diplomatic and
by the Fund to hedge against changes in foreign currency Regulatory Risks
exchange rates when the Fund invests in foreign
securities. Does not reduce price fluctuations in foreign
securities, or prevent losses if the prices of those
securities decline.
- ----------------------------------------------------------------------------------------
FUTURES
A futures contract is an agreement to buy or sell a Market, Liquidity and
specific amount of a financial instrument (such as an Options and Futures
index option) at a stated price on a stated date. The Risks
Fund uses futures contracts to provide liquidity and
to hedge portfolio value.
- ----------------------------------------------------------------------------------------
ILLIQUID SECURITIES
Securities that cannot be sold quickly at fair value. Liquidity Risk
- ----------------------------------------------------------------------------------------
JUNK BONDS
Debt securities that are rated BB or lower by Standard & Market, Credit, Interest
Poor's or Ba or lower by Moody's. Tend to pay higher Rate and Duration Risks
interest rates than higher-rated debt securities,
but carry a higher credit risk.
- ----------------------------------------------------------------------------------------
OPTION
The obligation or right to deliver or receive a security Credit, Information,
or other instrument, index or commodity, or cash payment Liquidity and Options
depending on the price of the underlying security or the and Futures Risks
performance of an index or other benchmark. Includes
options on specific securities and stock indi ces, and
stock index futures. Used in Fund's portfolio to provide
liquidity and hedge portfolio value.
- ----------------------------------------------------------------------------------------
REPURCHASE AGREEMENT
A contract under which the seller of a security agrees to Credit and Counterparty
buy it back at an agreed-upon price and time in the future. Risks
- ----------------------------------------------------------------------------------------
RULE 144A SECURITIES
Securities that are not registered, but which are bought Liquidity Risk
and sold solely by institutional investors. The Fund
considers many Rule 144A securities to be "liquid,"
although the market for such securities typically is
less active than the public securities markets.
- ----------------------------------------------------------------------------------------
</TABLE>
<PAGE>
[ARROW ICON] TEMPORARY DEFENSIVE POSITIONS

[INVESCO ICON] FUND MANAGEMENT

THE INVESTMENT ADVISER

INVESCO, located at 7800 East Union Avenue, Denver, Colorado, is the investment
adviser of the Fund. INVESCO was founded in 1932 and manages over $21.2 billion
for more than 900,000 shareholders of 51 INVESCO mutual funds. INVESCO performs
a wide variety of other services for the Funds, including administration and
transfer agency functions (the processing of purchases, sales and exchanges of
Fund shares). A wholly owned subsidiary of INVESCO, INVESCO Distributors, Inc.
("IDI"), is the Fund's distributor and is responsible for the sale of the Fund's
shares.

INVESCO and IDI are subsidiaries of AMVESCAP PLC.

The Fund paid 0.75% of its average annual net assets to INVESCO for its advisory
services in the fiscal year ended December 31, 1998.

[INVESCO ICON] THE PORTFOLIO MANAGERS

The following individuals are primarily responsible fo the day-to-day
management of the Fund's portfolio holdings:

STACIE COWELL is a Chartered Financial Analyst who joined INVESCO in 1997.
She is the lead portfolio manager of the Fund and is also a vice president
of INVESCO. Before joining us, Stacie was a senior equity analyst with
Founders Asset Management and with Chase Manhattan Bank. She received her
B.A. in Economics from Colgate University.

TIMOTHY J. MILLER is a Chartered Financial Analyst, and is a director and
senior vice president of INVESCO, where he has had progressively more
responsible investment professional positions since joining the company in
1992. He is also a co-portfolio manager of the Fund. Before joining
INVESCO, Tim was a portfolio manager with Mississippi Valley Advisors. He
holds an M.B.A. from the University of Missouri - St. Louis and a B.S.B.A.
from St. Louis University.

TRENT E. MAY is a Chartered Financial Analyst who joined INVESCO in 1996.
He is a co-portfolio manager of the Fund and is also a vice president of
INVESCO. Before joining us, he was with Munder Capital Management and
SunBank Capital Management. He holds an M.B.A. from Rollins College and a
B.S. in Engineering from Florida Institute of Technology.

Stacie Cowell, Tim Miller and Trent May are three members of the INVESCO
Growth Team, which is led by Timothy J. Miller.

<PAGE>

[INVESCO ICON] SHARE PRICE

CURRENT MARKET VALUE OF FUND ASSETS
+ ACCRUED INTEREST AND DIVIDENDS
- - FUND DEBTS,
INCLUDING ACCRUED EXPENSES
- ------------------------------------
/ NUMBER OF SHARES
= YOUR SHARE PRICE (NAV).

[GRAPH ICON] TAXES
The Fund has elected to be taxed as a "regulated investment company" under
the provisions of Subchapter M of the Internal Revenue Code of 1986, as
amended ("the Code"). If the Fund continues to qualify as a "regulated
investment company" and complies with the appropriate provisions of the
Code, it will pay no federal income taxes on the amounts it distributes.

[GRAPH ICON] DIVIDENDS AND CAPITAL GAIN DISTRIBUTIONS

NET INVESTMENT INCOME AND NET REALIZED CAPITAL GAINS ARE
DISTRIBUTED TO SHAREHOLDERS AT LEAST ANNUALLY.

[INVESCO ICON] VOTING RIGHTS
Since the shares of the Fund are owned by your insurance company and not by
you directly, you will not vote shares of the Fund. Your insurance company
will vote the shares that it holds as required by state and federal law.
Your contract prospectus contains more information on your rights to
instruct your insurance company how to vote Fund shares held in connection
with your contract.
<PAGE>
FINANCIAL HIGHLIGHTS

(For a Fund Share Outstanding Throughout Each Period)

Year Ended Period Ended
December 31 December 31
------------------------------
1998 1997(a)
PER SHARE DATA
Net Asset Value - Beginning of Period $9.91 $10.00
- ------------------------------------------------------------------------
INCOME FROM INVESTMENT OPERATIONS (0.01) 0.02
Net Investment Income
Net Gains or (Losses) on Securities
(Both Realized and Unrealized) 1.62 (0.11)
- ------------------------------------------------------------------------
TOTAL FROM INVESTMENT OPERATIONS 1.61 (0.09)
- ------------------------------------------------------------------------
LESS DISTRIBUTIONS
In Excess of Net Investment Income 0.01 0.00
Net Asset Value - End of Period $11.51 $9.91
========================================================================

TOTAL RETURN(b) 16.38% (0.90%)(c)

RATIOS
Net Assets End of Period $1,036 $247
($000 Omitted)
Ratio of Expenses to Average
Net Assets(d)(e) 1.87% 0.61%(f)
Ratio of Net Investment Income
to Average Net Assets(d) (0.90%) 0.52%(f)
Portfolio Turnover Rate 92% 25%(c)

(a) From August 25, 1997, commencement of investment operations, through
December 31, 1997.
(b) Total return does not reflect expenses that apply to the related insurance
policies, and inclusion of these charges would reduce the total return
figures for the period shown.
(c) Based on operations for the period shown and, accordingly, are not
representative of a full year.

(d) Various expenses of the Fund were voluntarily absorbed by INVESCO for
the year ended December 31, 1998 and all of the expenses of the Fund were
voluntarily absorbed by INVESCO for the period ended December 31, 1997. If
such expenses had not been voluntarily absorbed, ratio of expenses to
average net assets would have been 12.46% and 35.99% (annualized),
respectively, and ratio of net investment loss to average net assets would
have been (11.49%) and (34.86%) (annualized), respectively.

(e) Ratio is based on Total Expenses of the Fund, less Expenses Absorbed by
Investment Adviser, which is before any expense offset arrangements.
(f) Annualized
<PAGE>
May 1, 1999

INVESCO VARIABLE INVESTMENT FUNDS, INC.

INVESCO VIF - SMALL COMPANY GROWTH FUND

You may obtain additional information about the Fund from several sources.

To reach PAL(R), your 24-hour Personal Account Line, call:

1-800-424-8085

If you're in Denver, please visit one of our convenient Investor Centers:

Cherry Creek
155-B Fillmore Street

Denver Tech Center
7800 East Union Avenue

PV14 811-8038

<PAGE>

PROSPECTUS | MAY 1, 1999
- ---------------------------------------
YOU SHOULD KNOW WHAT INVESCO KNOWS (TM)

INVESCO VARIABLE INVESTMENT FUNDS, INC.
INVESCO VIF-
TECHNOLOGY FUND

A mutual fund sold exclusively to insurance company separate accounts for
variable annuity and variable life insurance contracts.

TABLE OF CONTENTS

Investment Goals And Strategies.................92
Fund Performance................................93
Fees And Expenses...............................93
Investment Risks................................94
Risks Associated With Particular Investments....95
Temporary Defensive Positions...................97
Portfolio Turnover..............................98
Fund Management.................................98
The Portfolio Manager...........................98
Share Price.....................................99
Taxes...........................................99
Dividends And Capital Gain Distributions........99
Voting Rights...................................99
Financial Highlights............................100

[INVESCO ICON]
INVESCO

<PAGE>

THIS PROSPECTUS WILL TELL YOU MORE ABOUT:

[KEY ICON] INVESTMENT OBJECTIVES & STRATEGIES

[ARROW ICON] POTENTIAL INVESTMENT RISKS

[GRAPH ICON] PAST PERFORMANCE & POTENTIAL ADVANTAGES

[INVESCO ICON] WORKING WITH INVESCO
- --------------------------------------------------------------------------

[KEY ICON] INVESTMENT GOALS AND STRATEGIES

FOR MORE DETAILS ABOUT THE FUND'S CURRENT INVESTMENTS AND MARKET OUTLOOK,
PLEASE SEE THE MOST RECENT ANNUAL OR SEMIANNUAL REPORT.

INVESCO Funds Group, Inc. ("INVESCO") is the investment adviser for the
Fund. Together with our affiliated companies, we at INVESCO control all
aspects of the management of the Fund.

The Fund is aggressivley managed. Although the Fund can invest in debt
securities, it primarily invests in equity securities that INVESCO believes
will rise in price faster than other investments, as well as options and
other investments whose value is based upon the values of equity
securities.

The Fund seeks capital appreciation and normally invests at least 80% of
its total assets in the equity securities of companies engaged in
technology-related industries. These include, but are not limited to,
communications, computers, video, electronics, oceanography, office and
factory automation, and robotics. Many of these products and services are
subject to rapid obsolescence, which may lower the market value of the
securities of the companies in this sector. The Fund's investments are
diversified across the technology sector. However, because the investments
are limited to a comparatively narrow segment of the economy, the Fund's
investments are not as diversified as most mutual funds, and far less
diversified than the broad securities markets. This means that the Fund
tends to be more volatile than other mutual funds, and the value of its
portfolio investments tend to go up and down more rapidly. As a result, the
value of a Fund share may rise or fall rapidly.

A core portion of the Fund's portfolio is invested in market-leading
technology companies that we believe will maintain or improve their market
share regardless of overall economic conditions. These companies are
usually large, established firms which are leaders in their field and have
a strategic advantage over many of their competitors. The remainder of the
Fund's portfolio consists of faster-growing, more volatile technology
companies that INVESCO believes to be emerging leaders in their fields. The
market prices of these companies tend to rise and fall more rapidly than
those of larger, more established companies.
<PAGE>
[GRAPH ICON] FUND PERFORMANCE

VIF-TECHNOLOGY FUND
ACTUAL ANNUAL TOTAL RETURN (2)

The bar chart shows the actual yearly
performance ended December 31.

Best Calendar qtr. 12/98 29.99%
Worst Calendar qtr. 9/98 -18.86%
AVERAGE ANNUAL RETURN
------------------------------
SINCE
1 YEAR INCEPTION (5/97)(2)
--------------------------------------------------------------------------
VIF-Technology Fund 25.69% 25.46%
S&P 500 Index (1) 28.53% 28.25%

(1)The S&P 500 Index is an unmanaged index considered representative of the
performance of the broad U.S. stock market. Please keep in mind that the
index does not pay brokerage, management or administrative expenses, all of
which are paid by the Fund and are reflected in its annual return.

(2)Total return figures include reinvested dividends and capital gain
distributions, and include the effect of the Fund's expenses.

FEES AND EXPENSES

ANNUAL FUND OPERATING EXPENSES THAT ARE DEDUCTED FROM FUND ASSETS

VIF-TECHNOLOGY FUND
Management Fees 0.75%
Distribution and Service (12b-1) Fees None
Other Expenses (1)(2)(3) 5.85%
Total Annual Fund Operating Expenses (1)(2)(3) 6.60%

(1)Certain expenses of the Fund are being absorbed voluntarily by INVESCO
pursuant to a commitment to the Fund. After absorption, the Fund's
"Other Expenses" and "Total Annual Fund Operating Expenses" were 0.65%
and 1.40%, respectively. This commitment may be changed at any time
following consultation with the board of directors.

(3)The expense information presented in the table has been restated to
reflect a change in the administrative fee.

<PAGE>
EXAMPLE

This Example is intended to help you compare the cost of investing in the
Fund to the cost of investing in other mutual funds.

The following reflects the costs without the absorption of expenses:(1)
1 year 3 years 5 years 10 years
$655 $1,993 $3,171 $6,095

(1)The following reflects the costs with the absorption of expenses:
1 year 3 years 5 years 10 years
$143 $443 $766 $1,680

[ARROW ICON] INVESTMENT RISKS

BEFORE ALLOCATING CONTRACT VALUES TO THE FUND, YOU SHOULD DETERMINE THE
LEVEL OF RISK WITH WHICH YOU ARE COMFORTABLE. TAKE INTO ACCOUNT FACTORS
LIKE YOUR AGE, CAREER, INCOME LEVEL, AND TIME HORIZON.

You should determine the level of risk with which you are comfortable
before you allocate contract values to the Fund. The principal risks of any
mutual fund, including the Fund, are:

NOT INSURED. Mutual funds are not insured by the Federal Deposit Insurance
Corporation ("FDIC") or any other agency, unlike bank deposits such as CDs
or savings accounts.

NO GUARANTEE. No mutual fund can guarantee that it will meet its investment
objectives.

VOLATILITY. The price of Fund shares will increase or decrease with changes
in the value of the Fund's underlying investments.

POLITICAL RISK. Political actions, events or instability may result in
unfavorable changes in the value of a security.

REGULATORY RISK. Government regulations may affect the value of a
security. In foreign countries, securities markets that are less
regulated than those in the U.S.may permit trading practices that are
not allowed in the U.S.

DIPLOMATIC RISK. A change in diplomatic relations between the U.S. and
a foreign country could affect the value or liquidity of investments.

The introduction of the euro presents some uncertainties and possible
risks, which could adversely affect the value of securities held by
the Fund.

EMU countries, as a single market, may affect future investment
decisions of the Fund. As the euro is implemented, there may be
changes in the relative strength and value of the U.S. dollar and
other major currencies, as well as possible adverse tax consequences.
The euro transition by EMU countries - present and future - may affect
the fiscal and monetary levels of those participating countries. There
may be increased levels of price competition among business firms
within EMU countries and between businesses in EMU and non-EMU
countries. The outcome of these uncertainties could have unpredictable
effects on trade and commerce and result in increased volatility for
all financial markets.
<PAGE>
INTEREST RATE RISK
Changes in interest rates will affect the resale value of debt securities
held in the Fund's portfolio. In general, as interest rates rise, the
resale value of debt securities decreases; as interest rates decline, the
resale value of debt securities generally increases. Debt securities with
longer maturities usually are more sensitive to interest rate movements.

The Fund generally invests in equity securities of companies engaged in
technology related industries. However, in an effort to diversify its
holdings and provide some protection against the risk of other investments,
the Fund also may invest in other types of securities and other financial
instruments as indicated in the chart below. These investments, which at
any given time may constitute a significant portion of the Fund's
portfolio, may have their own risks.

<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------
INVESTMENT RISKS
- -------------------------------------------------------------------------------------
<S> <C>
AMERICAN DEPOSITORY RECEIPTS (ADRS)
These are securities issued by U.S. banks that represent Market, Information,
shares of foreign corporations held by those banks. Political, Regulatory,
Although traded in U.S. securities markets and valued in Diplomatic, Liquidity
U.S. dollars, ADRs carry most of the risks of investing and Currency Risks
directly in foreign securities.
- -------------------------------------------------------------------------------------
<PAGE>
- -------------------------------------------------------------------------------------
INVESTMENT RISKS
- -------------------------------------------------------------------------------------
DEBT SECURITIES
Securities issued by private companies or governments Market, Credit, Interest
representing an obligation to pay interest and to repay Rate and Durtion Risks
principal when the security matures.
- -------------------------------------------------------------------------------------
FORWARD FOREIGN CURRENCY CONTRACTS
A contract to exchange an amount of currency on a date Currency, Political,
in the future at an agreed-upon exchange rate might be Diplomatic and
used by the Fund to hedge against changes in foreign Regulatory Risks
currency exchange rates when the Fund invests in foreign
securities. Does not reduce price fluctuations in
foreign securities, or prevent losses if the prices of
those securities decline.
- -------------------------------------------------------------------------------------
FUTURES
A futures contract is an agreement to buy or sell a Market, Liquidity and
specific amount of a financial instrument (such as an Options and Futures Risks
index option) at a stated price on a stated date. The
Fund uses futures contracts to provide liquidity and
to hedge portfolio value.
- -------------------------------------------------------------------------------------
ILLIQUID SECURITIES
Securities that cannot be sold quickly at fair value. Liquidity Risk
- -------------------------------------------------------------------------------------
OPTION
The obligation or right to deliver or receive a security Credit, Information,
or other instrument, index or commodity, or cash Liquidity Risks and
payment depending on the price of the underlying Options and Futures Risks
security or other instruments, index or commodity,
or the performance of an index or other benchmark.
Includes options on specific securities and stock
indices, and stock index futures. Used in Fund's
portfolio to provide liquidity and hedge portfolio value.
- -------------------------------------------------------------------------------------
REPURCHASE AGREEMENT
A contract under which the seller of a security agrees Credit and Counterparty
to buy it back at an agreed-upon price and time in the Risks
future.
- -------------------------------------------------------------------------------------
RULE 144A SECURITIES
Securities that are not registered, but which are bought Liquidity Risk
and sold solely by institutional investors. The Fund
considers many Rule 144A securities to be "liquid,"
although the market for such securities typically is
less active than the public securities markets.
- -------------------------------------------------------------------------------------
</TABLE>

[ARROW ICON] TEMPORARY DEFENSIVE POSITIONS

We actively manage and trade the Fund's portfolio. Therefore, the Fund may
have a high portfolio turnover rate compared to many other mutual funds.
The Fund had a portfolio turnover rate for the fiscal year ended December
31, 1998 of 239%.

[INVESCO ICON]FUND MANAGEMENT

THE INVESTMENT ADVISER

INVESCO and IDI are subsidiaries of AMVESCAP PLC.

The Fund paid 0.75% of its average annual net assets to INVESCO for its
advisory services in the fiscal year ended December 31, 1998.

[INVESCO ICON] THE PORTFOLIO MANAGER

The following individual is responsible for the day-to-day management of
the Fund's portfolio holdings:

WILLIAM R. KEITHLER, a Chartered Financial Analyst, has been the portfolio
manager of the Technology Fund since January 1999. He is also a senior vice
president of INVESCO. Bill was previously a portfolio manager with Berger
Associates, Inc. (1993 to 1998) and a portfolio manager with INVESCO (1986
to 1993). He received an M.S. from the University of Wisconsin - Madison
and a B.A. from Webster College.

Bill Keithler is a member of the INVESCO Sector Team, which is co-led by
himself and John R. Schroer.

<PAGE>
[INVESCO ICON] SHARE PRICE

CURRENT MARKET VALUE OF FUND ASSETS
+ ACCRUED INTEREST AND DIVIDENDS
- - FUND DEBTS,
INCLUDING ACCRUED EXPENSES
- --------------------------------------
/ NUMBER OF SHARES
= YOUR SHARE PRICE (NAV).

In addition, foreign securities exchanges, which set the prices for foreign
securities held by the Fund, are not always open the same days as the NYSE,
and may be open for business on days the NYSE is not. For example,
Thanksgiving Day is a holiday observed by the NYSE and not by overseas
exchanges. In this situation, the Fund would not calculate NAV on
Thanksgiving Day (and INVESCO would not buy, sell or exchange shares for
you on that day), even though activity on foreign exchanges could result in
changes in the value of investments held by the Fund on that day.

[GRAPH ICON] TAXES

[GRAPH ICON] DIVIDENDS AND CAPITAL GAIN DISTRIBUTIONS

NET INVESTMENT INCOME AND NET REALIZED CAPITAL GAINS ARE DISTRIBUTED TO
SHAREHOLDERS AT LEAST ANNUALLY.

[INVESCO ICON] VOTING RIGHTS

(For a Fund Share Outstanding Throughout Each Period)

Year Ended Period Ended
December 31 December 31
- ------------------------------------------------------------------------------
1998 1997(a)
PER SHARE DATA
Net Asset Value-Beginning of Period $11.49 $10.00
- ------------------------------------------------------------------------------
INCOME FROM INVESTMENT OPERATIONS
Net Investment Income (Loss) (0.03) 0.05

Net Gains on Securities
(Both Realized and Unrealized) 2.96 1.44

- ------------------------------------------------------------------------------
TOTAL FROM INVESTMENT OPERATIONS 2.93 1.49
- ------------------------------------------------------------------------------
LESS DISTRIBUTIONS
Dividends from Net Investment Income 0.01 0.00
In Excess of Net Investment Income 0.01 0.00
Distributions from Capital Gains 0.06 0.00
TOTAL DISTRIBUTIONS 0.08 0.00
- ------------------------------------------------------------------------------
Net Asset Value - End of Period $14.34 $11.49
==============================================================================

TOTAL RETURN (b) 25.69% 14.80%(c)

RATIOS
Net Assets End of Period ($000 Omitted) $1,577 $414
Ratio of Expenses to Average Net
Assets(d)(e) 1.40% 0.48%(f)
Ratio of Net Investment Income
(Loss) to Average Net Assets(d) (0.14%) 0.95%(f)
Portfolio Turnover Rate 239% 102%(c)

(a)From May 21, 1997, commencement of investment operations, through December
31, 1997.
(b)Total return does not reflect expenses that apply to the related insurance
policies, and inclusion of these charges would reduce the total return
figures for the period shown.
(c)Based on operations for the period shown and, accordingly, are not
representative of a full year.

(d)Various expenses of the Fund were voluntarily absorbed by INVESCO for the
year ended December 31, 1998 and all of the expenses of the Fund were
voluntarily absorbed by INVESCO for the period ended December 31, 1997. If
such expenses had not been voluntarily absorbed, ratio of expenses to average
net assets would have been 6.47% and 19.25% (annualized), respectively, and
ratio of net investment loss to average net assets would have been (5.21%)
and (17.82%) (annualized), respectively.

(e)Ratio is based on Total Expenses of the Fund, less Expenses Absorbed by
Investment Adviser, which is before any expense offset arrangements.
(f)Annualized

<PAGE>

MAY 1, 1999
INVESCO VARIABLE INVESTMENT FUNDS, INC.

INVESCO VIF-TECHNOLOGY FUND

You may obtain additional information about the Fund from several sources.

To reach PAL(R), your 24-hour Personal Account Line, call:

1-800-424-8085

If you're in Denver, please visit one of our convenient Investor Centers:

Cherry Creek
155-B Fillmore Street

Denver Tech Center
7800 East Union Avenue

PV13 811-8038

<PAGE>

Prospectus | May 1, 1999
- ------------------------------------------------
YOU SHOULD KNOW WHAT INVESCO KNOWS (TM)
- ------------------------------------------------
INVESCO VARIABLE INVESTMENT FUNDS, INC.

INVESCO VIF-
TOTAL RETURN FUND

A mutual fund sold exclusively to insurance company separate accounts for
variable annuity and variable life insurance contracts.

TABLE OF CONTENTS

Investment Goals And Strategies..................103
Fund Performance.................................104
Fees And Expenses................................104
Investment Risks.................................105
Risks Associated With Particular Investments.....106
Temporary Defensive Positions....................109
Fund Management..................................109
The Portfolio Managers...........................110
Share Price......................................110
Taxes............................................111
Dividends And Capital Gain Distributions.........111
Voting Rights....................................111
Financial Highlights.............................112

[INVESCO ICON]
INVESCO

<PAGE>

THIS PROSPECTUS WILL TELL YOU MORE ABOUT:

[KEY ICON] INVESTMENT OBJECTIVES & STRATEGIES

[ARROW ICON] POTENTIAL INVESTMENT RISKS

[GRAPH ICON] PAST PERFORMANCE & POTENTIAL ADVANTAGES

[INVESCO ICON] WORKING WITH INVESCO

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

[KEY ICON] INVESTMENT GOALS AND STRATEGIES

FOR MORE DETAILS ABOUT THE FUND'S CURRENT INVESTMENTS AND MARKET OUTLOOK,
PLEASE SEE THE MOST RECENT ANNUAL OR SEMIANNUAL REPORT.

INVESCO Funds Group, Inc. ("INVESCO") is the investment adviser for the
Fund. Together with our affiliated companies, we at INVESCO control all
aspects of the management of the Fund.

The Fund is used solely as an investment vehicle for variable
annuity or variable life insurance contracts issued by certain life
insurance companies. You cannot purchase shares of the Fund directly.
As an owner of a variable annuity or variable life insurance contract
that offers the Fund as an investment option, however, you may
allocate your contract values to a separate account of the insurance
company that invests in shares of the Fund.

The Fund attempts to provide you with high total return through both growth
and current income from those investments. It normally invests at least 30%
of its assets in common stocks of companies with a strong history of paying
regular dividends and 30% of its assets in debt securities. Debt securities
include obligations of the U.S. governments and government agencies. The
remaining 40% of the Fund is allocated among these and other investments at
INVESCO's discretion, based upon current business, economic and market
conditions.

INVESCO considers a combination of historic financial results, current
prices for stocks and the current yield to maturity available in the debt
securities markets. The return that INVESCO believes is available from each
category of investments is weighed against the returns expected from other
categories to determine the actual allocations. This analysis is continual,
and is updated with current market information.

The Fund is managed in the value style. That means we seek securities,
particularly stocks, that are currently undervalued by the market --
companies that are performing well, or have solid management and products,
but whose stock price does not reflect that value. Through our value
process, we seek to provide reasonably consistent returns over a variety of
market cycles. Although the Fund is subject to a number of risks that could
affect is performance, its principal risk is market risk -- that is, that
the price of the securities in its portfolio will rise and fall due to
price movements in the securities markets, and the securities held in the
Fund's portfolio may decline in value more than the overall securties
markets.

<PAGE>
[GRAPH ICON] FUND PERFORMANCE

The bar chart below shows the Fund's actual yearly performance ended
December 31 (commonly known as its "total return") since inception. The
table below shows average annual returns for various periods ended December
31, 1998 for the Fund compared to the S&P 500 Index and the Lehman
Government/Corporate Bond Index. The information in the chart and table
illustrates the variability of the Fund's returns and how its performance
compared to a broad measure of market performance. The bar chart provides
some indication of the risks of investing in the Fund by showing changes in
the year to year performance of the Fund. Remember, past performance does
not indicate how the Fund will perform in the future. (1)

VIF-TOTAL RETURN FUND
ACTUAL ANNUAL TOTAL RETURN (2)

The bar chart shows the actual yearly
performance ended December 31.

Best Calendar qtr. 6/97 10.73%
Worst Calendar qtr. 9/98 -6.85%
AVERAGE ANNUAL RETURN
------------------------------
SINCE
1 YEAR INCEPTION (6/94)(2)
--------------------------------------------------------------------------
VIF-Total Return Fund 9.56% 14.87%
S&P 500 Index (1) 28.53% 26.73%
Lehman Government/Corporate Bond Index (1) 9.47% 8.97%

(1)The S&P 500 Index is an unmanaged index considered representative of
the performance of the broad U.S. stock market, while the Lehman
Government/Corporate Bond Index is an unmanaged index indicative of the broad
fixed-income and high-yield markets. Please keep in mind that the
indexes do not pay brokerage, management, or administrative expenses, all
of which are paid by the Fund and are reflected in its annual return.
(2)Total return figures include reinvested dividends and capital gain
distributions, and include the effect of the Fund's expenses.

FEES AND EXPENSES

ANNUAL FUND OPERATING EXPENSES THAT ARE DEDUCTED FROM FUND ASSETS

VIF-TOTAL RETURN FUND
Management Fees 0.75%
Distribution and Service (12b-1) Fees None
Other Expenses (1)(2)(3) 0.49%
Total Annual Fund Operating Expenses(1)(2)(3) 1.24%

(1)Certain expenses of the Fund are being absorbed voluntarily by INVESCO
pursuant to a commitment to the Fund. After absorption, the Fund's
"Other Expenses" and "Total Annual Fund Operating Expenses" were 0.42%
and 1.17%, respectively. This commitment may be changed at any time
following consultation with the board of directors.

<PAGE>

(3)The expense information presented in the table has been restated to
reflect a change in the administrative fee.

EXAMPLE

This Example is intended to help you compare the cost of investing in the
Fund to the cost of investing in other mutual funds.

The following reflects the costs without the absorption of expenses:(1)
1 year 3 years 5 years 10 years
$126 $393 $681 $1,500

(1)The following reflects the costs with the absorption of expenses:
1 year 3 years 5 years 10 years
$119 $372 $644 $1,420

[ARROW ICON] INVESTMENT RISKS

BEFORE ALLOCATING CONTRACT VALUES TO THE FUND, YOU SHOULD DETERMINE THE LEVEL OF
RISK WITH WHICH YOU ARE COMFORTABLE. TAKE INTO ACCOUNT FACTORS LIKE YOUR AGE,
CAREER, INCOME LEVEL, AND TIME HORIZON.

You should determine the level of risk with which you are comfortable
before you allocate contract values to the Fund. The principal risks of
any mutual fund, including the Fund, are:

NOT INSURED. Mutual funds are not insured by the Federal Deposit
Insurance Corporation ("FDIC") or any other agency, unlike bank
deposits such as CDs or savings accounts.

NO GUARANTEE. No mutual fund can guarantee that it will meet its
investment objectives.

VOLATILITY. The price of Fund shares will increase or decrease with
changes in the value of the Fund's underlying investments.

POTENTIAL CONFLICTS
Although it is unlikely, there potentially may be differing interests
involving the Fund among owners of variable annuity and variable life
insurance contracts issued by different insurance companies, or even the
same insurance company. NVESCO will monitor events for any potential
conflicts.

MARKET RISK
Equity stock prices vary and may fall, thus reducing the value of your
Fund's investment. Certain stocks selected for the Fund's portfolio may
decline in value more than the overall stock market.

<PAGE>

POLITICAL RISK. Political actions, events or instability may result
in unfavorable changes in the value of a security.

DIPLOMATIC RISK. A change in diplomatic relations between the U.S.
and a foreign country could affect the value or liquidity of
investments.

EUROPEAN ECONOMIC AND MONETARY UNION. Austria, Belgium, Finland, France,
Germany, Ireland, Italy, Luxembourg, The Netherlands, Portugal and Spain
are presently members of the European Economic and Monetary Union (the
"EMU") which as of January 1, 1999 adopted the euro as a common currency.
The national currencies will be sub-currencies of the euro until July 1,
2002, at which time the old currencies will disappear entirely. Other
European countries may adopt the euro in the future.

The introduction of the euro presents some uncertainties and possible
risks, which could adversely affect the value of securities held by the
Fund.

The Fund generally invests in common stocks and debt securities. However,
in an effort to diversify its holdings and provide some protection against
the risk of other investments, the Fund also may invest in other types of
securities and other financial instruments as indicated in the chart below.
These investments, which at any given time may constitute a significant
portion of the Fund's portfolio, may have their own risks.

- -------------------------------------------------------------------------------------
INVESTMENT RISKS
- -------------------------------------------------------------------------------------
<S> <C>
AMERICAN DEPOSITORY RECEIPTS (ADRS)
These are securities issued by U.S. banks that represent Market, Information,
shares of foreign corporations held by those banks. Political, Regulatory,
Although traded in U.S. securities markets and valued in Diplomatic, Liquidity
U.S. dollars, ADRs carry most of the risks of investing and Currency Risks
directly in foreign securities.
- -------------------------------------------------------------------------------------
DEBT SECURITIES
Securities issued by private companies or governments Market, Credit, Interest
representing an obligation to pay interest and to repay Rate and Duration Risks
principal when the security matures.
- -------------------------------------------------------------------------------------
FORWARD FOREIGN CURRENCY CONTRACTS
A contract to exchange an amount of currency on a date Currency, Political,
in the future at an agreed-upon exchange rate might be Diplomatic and
used by the Fund to hedge against changes in foreign Regulatory Risks
currency exchange rates when the Fund invests in foreign
securities. Does not reduce price fluctuations in
foreign securities, or prevent losses if the prices of
those securities decline.
- -------------------------------------------------------------------------------------
FUTURES
A futures contract is an agreement to buy or sell a Market, Liquidity and
specific amount of a financial instrument (such as an Options and Futures Risks
index option) at a stated price on a stated date. The
Fund uses futures contracts to provide liquidity and to
hedge portfolio value.
- -------------------------------------------------------------------------------------
<PAGE>
- -------------------------------------------------------------------------------------
INVESTMENT RISKS
- -------------------------------------------------------------------------------------
ILLIQUID SECURITIES
Securities that cannot be sold quickly at fair value. Liquidity Risk
- -------------------------------------------------------------------------------------
OPTION
The obligation or right to deliver or receive a security Credit, Information,
or other instrument, index or commodity, or cash payment Liquidity Risks and
depending on the price of the underlying security or the Options and Futures
performance of an index or other benchmark. Includes Risks
options on specific securities and stock indices, and
stock index futures. Used in Fund's portfolio to provide
liquidity and hedge portfolio value.
- -------------------------------------------------------------------------------------
REPURCHASE AGREEMENT
A contract under which the seller of a security agrees Credit and Counterparty
to buy it back at an agreed-upon price and time in the Risks
future.
- -------------------------------------------------------------------------------------
RULE 144A SECURITIES
Securities that are not registered, but which are bought Liquidity Risk
and sold solely by institutional investors. The Fund
considers many Rule 144A securities to be "liquid,"
although the market for such securities typically is
less active than the public securities markets.
- -------------------------------------------------------------------------------------

</TABLE>
[ARROW ICON] TEMPORARY DEFENSIVE POSITIONS

[INVESCO ICON] FUND MANAGEMENT

INVESCO IS A SUBSIDIARY OF AMVESCAP PLC, AN INTERNATIONAL INVESTMENT MANAGEMENT
COMPANY THAT MANAGES MORE THAN $275 BILLION IN ASSETS WORLDWIDE. AMVESCAP IS
BASED IN LONDON, WITH MONEY MANAGERS LOCATED IN EUROPE, NORTH AND SOUTH AMERICA,
AND THE FAR EAST.

THE INVESTMENT ADVISER

INVESCO, located at 7800 East Union Avenue, Denver, Colorado, is the
investment adviser of the Fund. INVESCO was founded in 1932 and manages
over $21.2 billion for more than 900,000 shareholders of 51 INVESCO mutual
funds. INVESCO performs a wide variety of other services for the Funds,
including administration and transfer agency functions (the processing of
purchases, sales and exchanges of Fund shares). INVESCO Capital Management,
Inc. ("ICM") is the sub-adviser to the Fund. A wholly owned subsidiary of
INVESCO, INVESCO Distributors, Inc. ("IDI"), is the Fund's distributor and
is responsible for the sale of the Fund's shares.

INVESCO, ICM and IDI are subsidiaries of AMVESCAP PLC.

The Fund paid 0.75% of its average annual net assets to INVESCO for its
advisory services in the fiscal year ended December 31, 1998.

<PAGE>
[INVESCO ICON] THE PORTFOLIO MANAGERS

The following individuals are primarily responsible for the day-to-day
management of the Fund's portfolio holdings:

EDWARD C. MITCHELL, a Chartered Financial Analyst, has managed the
Fund since 1994. He joined INVESCO in 1979, and manages other INVESCO
portfolios for investors. Ed also is Chairman and President of INVESCO
Capital Management. He received his M.B.A. from the University of
Colorado and his B.A. from the University of Virginia.

DAVID S. GRIFFIN, a Chartered Financial Analyst, has co-managed the Fund
since 1994. He has been a portfolio manager for INVESCO since 1991, and
before that was a mutual fund sales representative with INVESCO. Dave
received his MBA from the College of William and Mary and his B.A. from
Ohio Wesleyan University.

[INVESCO ICON] SHARE PRICE

CURRENT MARKET VALUE OF FUND ASSETS
+ ACCRUED INTEREST AND DIVIDENDS
- - FUND DEBTS,
INCLUDING ACCRUED EXPENSES
- -------------------------------------
/ NUMBER OF SHARES
= YOUR SHARE PRICE (NAV).

The value of Fund shares is likely to change daily. This value is
known as the Net Asset Value per share, or NAV. INVESCO determines the
market value of each investment in the Fund's portfolio each day that the
New York Stock Exchange ("NYSE") is open, at the close of trading on that
exchange (normally, 4:00 p.m. New York time). Therefore, shares of the Fund
are not priced on days when the NYSE is closed, which, generally, is on
weekends and national holidays in the U.S.

[GRAPH ICON] DIVIDENDS AND CAPITAL GAIN DISTRIBUTIONS

NET INVESTMENT INCOME AND NET REALIZED CAPITAL GAINS ARE DISTRIBUTED TO
SHAREHOLDERS AT LEAST ANNUALLY.

[INVESCO ICON] VOTING RIGHTS

<PAGE>
FINANCIAL HIGHLIGHTS

(For a Fund Share Outstanding Throughout Each Period)

PERIOD ENDED
YEAR ENDED DECEMBER 31 DECEMBER 31
- -------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
1998 1997 1996 1995 1994(a)
PER SHARE DATA
Net Asset Value - Beginning of Period $15.81 $13.21 $12.14 $10.09 $10.00
- -------------------------------------------------------------------------------------------
INCOME FROM INVESTMENT OPERATIONS
Net Investment Income 0.37 0.36 0.36 0.25 0.09
Net Gains on Securities
(Both Realized and Unrealized) 1.13 2.66 1.12 2.05 0.09
- -------------------------------------------------------------------------------------------
TOTAL FROM INVESTMENT OPERATIONS 1.50 3.02 1.48 2.30 0.18
- -------------------------------------------------------------------------------------------
LESS DISTRIBUTIONS
Dividends from Net Investment Income 0.36 0.34 0.36 0.24 0.09
In Excess of Net Investment Income 0.00 0.00 0.05 0.00 0.00
Distributions from Capital Gains 0.37 0.08 0.00 0.01 0.00
- -------------------------------------------------------------------------------------------
TOTAL DISTRIBUTIONS 0.73 0.42 0.41 0.25 0.09
- -------------------------------------------------------------------------------------------
Net Asset Value - End of Period $16.58 $15.81 $13.21 $12.14 $10.09
===========================================================================================

TOTAL RETURN(b) 9.56% 22.91% 12.18% 22.79% 1.75%(c)

RATIOS
Net Assets End of Period
($000 Omitted) $35,630 $23,268 $13,513 $6,553 $1,055
Ratio of Expenses to Average
Net Assets(d) 1.01%(e) 0.92%(e) 0.94%(e) 1.01%(e)0.86%(f)
Ratio of Net Investment Income
to Average Net Assets(d) 2.50% 3.07% 3.44% 3.91% 3.86%(f)
Portfolio Turnover Rate 17% 27% 12% 5% 0%(c)

(a)From June 2, 1994, commencement of investment operations, through
December 31, 1994.
(b)Total return does not reflect expenses that apply to the related insurance
policies, and inclusion of these charges would reduce the total return
figures for the period shown.
(c)Based on operations for the period shown and, accordingly, are not
representative of a full year.
(d)Various expenses of the Fund were voluntarily absorbed by INVESCO for the
years ended December 31, 1998, 1997, 1996 and 1995 and the period ended
December 31, 1994. If such expenses had not been voluntarily absorbed, ratio
of expenses to average net assets would have been 1.01%, 1.10%, 1.30%, 2.51%
and 16.44% (annualized), respectively, and ratio of net investment income to
average net assets would have been 2.50%, 2.89%, 3.08%, 2.41% and (11.72%)
(annualized), respectively.
(e)Ratio is based on Total Expenses of the Fund, less Expenses Absorbed by
Investment Adviser, which is before any expense offset arrangements.
(f)Annualized

<PAGE>
May 1, 1999

INVESCO VARIABLE INVESTMENT FUNDS, INC.

INVESCO VIF-TOTAL RETURN FUND

You may obtain additional information about the Fund from several sources.

To reach PAL(R), your 24-hour Personal Account Line, call:

1-800-424-8085

If you're in Denver, please visit one of our convenient Investor Centers:

Cherry Creek
155-B Fillmore Street

Denver Tech Center
7800 East Union Avenue

PV92 811-8038

<PAGE>

PROSPECTUS | MAY 1, 1999
- ------------------------------------
YOU SHOULD KNOW WHAT INVESCO KNOWS (TM)

INVESCO VARIABLE INVESTMENT FUNDS, INC.
INVESCO VIF -
UTILITIES FUND

A mutual fund sold exclusively to insurance company separate accounts for
variable annuity and variable life insurance contracts.

TABLE OF CONTENTS

Investment Goals And Strategies..................115
Fund Performance.................................116
Fees And Expenses................................117
Investment Risks.................................117
Risks Associated With Particular Investments.....118
Temporary Defensive Positions....................122
Fund Management..................................122
The Portfolio Managers...........................122
Share Price......................................122
Taxes............................................123
Dividends And Capital Gain Distributions.........123
Voting Rights....................................123
Financial Highlights.............................124

[INVESCO ICON]
INVESCO

<PAGE>
THIS PROSPECTUS WILL TELL YOU MORE ABOUT:

[KEY ICON] INVESTMENT OBJECTIVES & STRATEGIES

[ARROW ICON] POTENTIAL INVESTMENT RISKS

[GRAPH ICON] PAST PERFORMANCE & POTENTIAL ADVANTAGES

[INVESCO ICON] WORKING WITH INVESCO
- --------------------------------------------------------------------------------

[KEY ICON] INVESTMENT GOALS AND STRATEGIES

FOR MORE DETAILS ABOUT THE FUND'S CURRENT INVESTMENTS AND MARKET OUTLOOK,
PLEASE SEE THE MOST RECENT ANNUAL OR SEMIANNUAL REPORT.

INVESCO Funds Group, Inc. ("INVESCO") is the investment adviser for the
Fund. Together with our affiliated companies, we at INVESCO control all
aspects of the management of the Fund.

The Fund seeks capital appreciation and income.

The Fund normally invests at least 80% of its assets in companies doing
business in the utilities economic sector. The remainder of the Fund's
assets are not required to be invested in the sector. To determine whether
a potential investment is truly doing business in a particular sector, a
company must meet at least one of the following tests:

The Fund invests primarily in the equity securities of companies that
produce, generate, transmit or distribute natural gas or electricity, as
well as in companies that provide telecommunications services, including
local, long distance and wireless, and excluding broadcasting.
<PAGE>
The Fund's investments are diversified across the utilities sector.
However, because those investments are limited to a comparatively narrow
segment of the economy, the Fund's investments are not as diversified as
most mutual funds, and far less diversified than the broad securities
markets. This means that the Fund tends to be more volatile than other
mutual funds, and the values of its portfolio investments tend to go up and
down more rapidly. As a result, the value of your investment in the Fund
may rise or fall rapidly. Governmental regulation, difficulties in
obtaining adequate financing and investment return, environmental issues,
prices of fuel for electric generation, availability of natural gas and
risks associated with nuclear power facilities may adversely affect the
market value of the Fund's holdings.

INVESCO seeks to keep the portfolio divided among the electric utilities,
natural gas and telecommunications industries. Weightings within the
various industry segments are continually monitored to prevent extreme
tilts in the Fund's portfolio, and INVESCO adjusts the portfolio weightings
depending on the prevailing economic conditions.

[GRAPH ICON] FUND PERFORMANCE

The bar chart below shows the Fund's actual yearly performance ended
December 31 (commonly known as its "total return") since inception. The
table below shows average annual returns for various periods ended December
31, 1998 for the Fund compared to the Dow Jones Utilities Average Index.
The information in the chart and table illustrates the variability of the
Fund's returns and how its performance compared to a broad measure of
market performance. The bar chart provides some indication of the risks of
investing in the Fund by showing changes in the year to year performance of
the Fund. Remember, past performance does not indicate how the Fund will
perform in the future.(1)

VIF - UTILITIES FUND
ACTUAL ANNUAL TOTAL RETURN (2)

The bar chart shows the actual yearly
performance ended December 31.

Best Calendar qtr. 12/98 17.18%
Worst Calendar qtr. 9/98 -4.70%
AVERAGE ANNUAL RETURN
------------------------------
SINCE
1 YEAR INCEPTION (1/95)(2)
--------------------------------------------------------------------------
VIF - Utilities Fund 25.48% 17.50%
Dow Jones Utilities Average Index (1) 14.37% 20.46%

(1)The Dow Jones Utilities Average Index is an unmanaged index of utilities
stocks. Please keep in mind that the indexes do not pay brokerage,
management or administrative expenses, all of which are paid by the Fund
and are reflected in its annual return.
(2)Total return figures include reinvested dividends and capital gain
distributions, and include the effect of the Fund's expenses.

<PAGE>
FEES AND EXPENSES

ANNUAL FUND OPERATING EXPENSES THAT ARE DEDUCTED FROM FUND ASSETS

VIF - UTILITIES FUND
Management Fees 0.60%
Distribution and Service (12b-1) Fees None
Other Expenses (1)(2)(3) 1.24%
Total Annual Fund Operating Expenses (1)(2)(3) 1.84%

(1)Certain expenses of the Fund are being absorbed voluntarily by INVESCO
pursuant to a commitment to the Fund. After absorption, the Fund's
"Other Expenses" and "Total Annual Fund Operating Expenses" were 0.48%
and 1.08%, respectively. This commitment may be changed at any time
following consultation with the board of directors.

(3)The expense information presented in the able has been restated to
reflect a change in the administrative fee.

EXAMPLE

This Example is intended to help you compare the cost of investing in the
Fund to the cost of investing in other mutual funds.

The following reflects the costs without the absorption of expenses: (1)
1 year 3 years 5 years 10 years
$187 $579 $995 $2,159

(1)The following reflects the costs with the absorption of expenses:
1 year 3 years 5 years 10 years
$110 $343 $595 $1,317

[ARROW ICON] INVESTMENT RISKS

BEFORE ALLOCATING CONTRACT VALUES TO THE FUND, YOU SHOULD DETERMINE THE LEVEL OF
RISK WITH WHICH YOU ARE COMFORTABLE. TAKE INTO ACCOUNT FACTORS LIKE YOUR AGE,
CAREER, INCOME LEVEL, AND TIME HORIZON.

You should determine the level of risk with which you are comfortable
before you allocate contract values to the Fund. The principal risks of any
mutual fund, including the Fund, are:

NOT INSURED. Mutual funds are not insured by the Federal Deposit
Insurance Corporation ("FDIC") or any other agency, unlike bank
deposits such as CDs or savings accounts.

NO GUARANTEE. No mutual fund can guarantee that it will meet its
investment objectives.

POSSIBLE LOSS OF INVESTMENT.A mutual fund cannot guarantee its performance,
nor assure you that the market value of your investment will increase. You
may lose the money you invest, and the Fund will not reimburse you
for any of these losses.
<PAGE>
VOLATILITY. The price of Fund shares will increase or decrease with
changes in the value of the Fund's underlying investments.

[ARROW ICON] RISK ASSOCIATED WITH PARTICULAR INVESTMENTS

You should consider the special factors associated with the
policies discussed below in determining the appropriateness of
allocating your contract values to the Fund. See the Statement of
Additional Information for a discussion of additional risk factors.

POLITICAL RISK. Political actions, events or instability may result in
unfavorable changes in the value of a security.

DIPLOMATIC RISK. A change in diplomatic relations between the U.S. and
a foreign country could affect the value or liquidity of investments.

The introduction of the euro presents some uncertainties and possible
risks, which could adversely affect the value of securities held by
the Fund.
<PAGE>
EMU countries, as a single market, may affect future investment
decisions of the Fund. As the euro is implemented, there may be
changes in the relative strength and value of the U.S. dollar and
other major currencies, as well as possible adverse tax consequences.
The euro transition by EMU countries - present and future - may affect
the fiscal and monetary levels of those participating countries. There
may be increased levels of price competition among business firms
within EMU countries and between businesses in EMU and non-EMU
countries. The outcome of these uncertainties could have unpredictable
effects on trade and commerce and result in increased volatility for
all financial markets.

The Fund generally invests in companies doing business in the utilities
economic sector. However, in an effort to diversify its holdings and
provide some protection against the risk of other investments, the Fund
also may invest in other types of securities and other financial
instruments, as indicated in the chart below. These instruments, which at
any given time may constitute a significant portion of the Fund's
portfolio, may have their own risks.

<PAGE>

</TABLE>
<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------
INVESTMENT RISKS
- ----------------------------------------------------------------------------------------
<S> <C>
AMERICAN DEPOSITORY RECEIPTS (ADRS)
These are securities issued by U.S. banks that represent Market, Information,
shares of foreign corporations held by those banks. Political, Regulatory,
Although traded in U.S. securities markets and valued in Diplomatic, Liquidity and
U.S. dollars, ADRs carry most of the risks of investing Currency Risks
directly in foreign securities.
- ----------------------------------------------------------------------------------------
DEBT SECURITIES
Securities issued by private companies or governments Market, Credit, Interest
representing an obligation to pay interest and to repay Rate and Duration Risks
principal when the security matures.
- ----------------------------------------------------------------------------------------
FORWARD FOREIGN CURRENCY CONTRACTS
A contract to exchange an amount of currency on a date in Currency, Political,
the future at an agreed-upon exchange rate might be used Diplomatic and Regulatory
by the Fund to hedge against changes in foreign currency Risks
exchange rates when the Fund invests in foreign
securities. Does not reduce price fluctuations in foreign
securities, or prevent losses if the prices of those
securities decline.
- ----------------------------------------------------------------------------------------
FUTURES
A futures contract is an agreement to buy or sell a Market, Liquidity and
specific amount of a financial instrument (such as an Options and Futures Risks
index option) at a stated price on a stated date. The
Fund uses futures contracts to provide liquidity and to
hedge portfolio value.
- ----------------------------------------------------------------------------------------
ILLIQUID SECURITIES
Securities that cannot be sold quickly at fair value. Liquidity Risk
- ----------------------------------------------------------------------------------------
OPTION
The obligation or right to deliver or receive a security Credit, Information,
or other instrument, index or commodity, or cash payment Liquidity Risks and
depending on the price of the underlying security or the Options and Futures Risks
performance of an index or other benchmark. Includes
options on specific securities and stock indices, and
stock index futures. Used in Fund's portfolio to provide
liquidity and hedge portfolio value.
- ----------------------------------------------------------------------------------------
REPURCHASE AGREEMENT
A contract under which the seller of a security agrees to Credit and Counterparty
buy it back at an agreed-upon price and time in the future. Risks
- ----------------------------------------------------------------------------------------
RULE 144A SECURITIES
Securities that are not registered, but which are bought Liquidity Risk
and sold solely by institutional investors. The Fund
considers many Rule 144A securities to be "liquid,"
although the market for such securities typically is
less active than the public securities markets.
- ----------------------------------------------------------------------------------------

</TABLE>
<PAGE>
[ARROW ICON] TEMPORARY DEFENSIVE POSITIONS

[INVESCO ICON] FUND MANAGEMENT

INVESCO IS A SUBSIDIARY OF AMVESCAP PLC, AN INTERNATIONAL INVESTMENT MANAGEMENT
COMPANY THAT MANAGES MORE THAN $275 BILLION IN ASSETS WORLDWIDE. AMVESCAP IS
BASED IN LONDON, WITH MONEY MANAGERS LOCATED IN EUROPE, NORTH AND SOUTH AMERICA,
AND THE FAR EAST.

THE INVESTMENT ADVISER

INVESCO and IDI are subsidiaries of AMVESCAP PLC.

The Fund paid 0.60% of its average annual net assets to INVESCO for its
advisory services in the fiscal year ended December 31, 1998.

[INVESCO ICON] THE PORTFOLIO MANAGERS

The following individual is responsible for the day-to-day management of
the Fund's portfolio holdings:

BRIAN B. HAYWARD is a Chartered Financial Analyst and has been the manager
of the Fund since July 1997. He is a vice president of INVESCO and also
manages INVESCO Sector Funds - Utilities Fund and INVESCO Worldwide
Communications Fund. Brian began his investment career in 1985, and before
joining INVESCO was the senior equity analyst with Mississippi Valley
Advisors. He received an M.A. in Economics and a B.A. in Mathematics from
the University of Missouri.

Brian Hayward is a member of the INVESCO Sector Team, which is
led by William R. Keithler and John R. Schroer.

[INVESCO ICON] SHARE PRICE

CURRENT MARKET VALUE OF FUND ASSETS
+ ACCRUED INTEREST AND DIVIDENDS
- - FUND DEBTS,
INCLUDING ACCRUED EXPENSES
- --------------------------------------
/ NUMBER OF SHARES
= YOUR SHARE PRICE (NAV).

<PAGE>
NAV is calculated by adding together the current market price of all of the
Fund's investments and other assets, including accrued interest and
dividends; subtracting the Fund's debts, including accrued expenses; and
dividing that dollar amount by the total number of the Fund's outstanding
shares.

In addition, foreign securities exchanges, which set the prices for foreign
securities held by the Fund, are not always open the same days as the NYSE,
and may be open for business on days the NYSE is not. For example,
Thanksgiving Day is a holiday observed by the NYSE and not by overseas
exchanges. In this situation, the Fund would not calculate NAV on
Thanksgiving Day (and INVESCO would not buy, sell or exchange shares for
you on that day), even though activity on foreign exchanges could result in
changes in the value of investments held by the Fund on that day.

[GRAPH ICON] TAXES

[GRAPH ICON] DIVIDENDS AND CAPITAL GAIN DISTRIBUTIONS

NET INVESTMENT INCOME AND NET REALIZED CAPITAL GAINS ARE DISTRIBUTED TO
SHAREHOLDERS AT LEAST ANNUALLY.

The Fund intends to distribute substantially all of its net investment
income, if any, in dividends to its shareholders. For dividend
purposes, net investment income consists of all dividends or interest
earned by the Fund's investments, minus the Fund's expenses (including the
advisory fee). All of the Fund's net realized capital gains, if any,
are distributed periodically, no less frequently than annually.
All dividends and distributions of the Fund are reinvested in additional
shares of the Fund at net asset value.

[INVESCO ICON] VOTING RIGHTS

<PAGE>
FINANCIAL HIGHLIGHTS

(For a Fund Share Outstanding Throughout Each Period)

PERIOD ENDED
YEAR ENDED DECEMBER 31 DECEMBER 31
- -------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
1998 1997 1996 1995 1994(a)
PER SHARE DATA
Net Asset Value - Beginning of Period $14.40 $11.95 $10.84 $10.00 $10.00
- -------------------------------------------------------------------------------------------
INCOME FROM INVESTMENT OPERATIONS
Net Investment Income 0.25 0.31 0.13 0.07 0.00
Net Gains on Securities
(Both Realized and Unrealized) 3.41 2.48 1.26 0.84 0.00
- -------------------------------------------------------------------------------------------
TOTAL FROM INVESTMENT OPERATIONS 3.66 2.79 1.39 0.91 0.00
- -------------------------------------------------------------------------------------------
LESS DISTRIBUTIONS
Dividends from Net Investment Income 0.24 0.29 0.13 0.07 0.00
In Excess of Net Investment Income 0.00 0.00 0.01 0.00 0.00
Distributions from Capital Gains 0.03 0.05 0.14 0.07 0.00
In Excess of Net Realized Gains 0.01 0.00 0.00 0.00 0.00
- -------------------------------------------------------------------------------------------
TOTAL DISTRIBUTIONS 0.28 0.34 0.28 0.07 0.00
- -------------------------------------------------------------------------------------------
Net Asset Value - End of Period $17.78 $14.40 $11.95 $10.48 $10.00
===========================================================================================

TOTAL RETURN(b) 25.48% 23.41% 12.76% 9.08% 0.00%

RATIOS
Net Assets - End of Period ($000 Omitted) $6,993 $4,588 $2,660 $290 $25
Ratio of Expenses to Average Net Assets(c) 1.08%(d) 0.99%(d) 1.16%(d)1.80%(d)0.00%
Ratio of Net Investment Income
to Average Net Assets(c) 1.73% 2.92% 2.92% 2.47% 0.00%
Portfolio Turnover Rate 35% 33% 48 % 24% 0%

</TABLE>

(a)All of the expenses for the Fund were voluntarily absorbed by INVESCO for
the period ended December 31, 1994, since investment operations did not
commence during 1994.
(b)Total return does not reflect expenses that apply to the related insurance
policies, and inclusion of these charges would reduce the total return
figures for the period shown.
(c)Various expenses of the Fund were voluntarily absorbed by INVESCO for the
years ended December 31, 1998, 1997, 1996 and 1995. If such expenses had not
been voluntarily absorbed, ratio of expenses to average net assets would have
been 1.60%, 2.07%, 5.36%, and 57.13%, respectively, and ratio of net
investment income (loss) to average net assets would have been 1.21%, 1.84%,
(1.28%) and (52.86%), respectively.
(d)Ratio is based on Total Expenses of the Fund, less Expenses Absorbed by
Investment Adviser, which is before any expense offset arrangements.
<PAGE>

MAY 1, 1999
INVESCO VARIABLE INVESTMENT FUNDS, INC.

INVESCO VIF - UTILITIES FUND

You may obtain additional information about the Fund from several sources.

To reach PAL(R), your 24-hour Personal Account Line, call:

1-800-424-8085

If you're in Denver, please visit one of our convenient Investor Centers:

Cherry Creek
155-B Fillmore Street

Denver Tech Center
7800 East Union Avenue

PV94 811-8038

<PAGE>

STATEMENT OF ADDITIONAL INFORMATION

INVESCO VARIABLE INVESTMENT FUNDS, INC.

INVESCO VIF -- Blue Chip Growth Fund
(formerly, INVESCO VIF - Growth Portfolio)
INVESCO VIF -- Dynamics Fund
INVESCO VIF -- Equity Income Fund
(formely, INVESCO VIF - Industrial Income Fund)
INVESCO VIF -- Health Sciences Fund
INVESCO VIF -- High Yield Fund
INVESCO VIF -- Realty Fund
INVESCO VIF -- Small Company Growth Fund
INVESCO VIF -- Technology Fund
INVESCO VIF -- Total Return Fund
INVESCO VIF -- Utilities Fund

Address: Mailing Address:

7800 E. Union Ave., Denver, CO 80237 P.O. Box 173706, Denver, CO 80217-3706

Telephone:

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

May 1, 1999

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

Prospectuses for Blue Chip Growth, Dynamics, Equity Income, Health Sciences,
High Yield, Realty, Small Company Growth, Technology, Total Return and Utilities
Funds dated May 1, 1999 provide the basic information you should know before
investing in a Fund. This Statement of Additional Information ("SAI") is
incorporated by reference into the Funds' Prospectuses; in other words, this SAI
is legally part of the Funds' Prospectuses. Although this SAI is not a
prospectus, it contains information in addition to that set forth in the
Prospectuses. It is intended to provide additional information regarding the
activities and operations of the Funds and should be read in conjunction with
the Prospectuses.

You may obtain, without charge, copies of the current Prospectuses of the Funds,
SAI and current annual and semiannual reports by writing to INVESCO
Distributors, Inc., P.O. Box 173706, Denver, CO 80217-3706 , or by calling
1-800-525-8085. Copies of these materials also are available through the INVESCO
web site at www.invesco.com.

<PAGE>

TABLE OF CONTENTS

The Company . . . . . . . . . . . . . . . . . . . . . . 128

Investments, Policies and Risks . . . . . . . . . . . . 128

Investment Risks and Strategies . . . . . . . . . . . . 136

Management of the Funds . . . . . . . . . . . . . . . .139

Other Service Providers .. . . . . . . . . . . . . . . .158

Brokerage Allocation and Other Practices . . . . . . . .159

Capital Stock . . . . . . . . . . . . . . . . . . . . . 161

Tax Consequences of Owning Shares of the Fund . . . . . 162

Performance . . . . . . . . . . . . . . . . . . . . . .163

Financial Statements. . . .. . . . . . . . . . . . . . .166

Appendixes. . . . . . . . . . . . . . . . . . . . . . . 167

<PAGE>

THE COMPANY

The Company was incorporated under the laws of Maryland as INVESCO Variable
Investment Funds, Inc. on August 19, 1993.

The Company is an open-end, diversified, no-load management investment company
currently consisting of ten portfolios of investments: INVESCO VIF -- Blue Chip
Growth, INVESCO VIF -- Dynamics, INVESCO VIF -- Equity Income, INVESCO VIF --
Health Sciences, INVESCO VIF -- High Yield, INVESCO VIF -- Realty, INVESCO VIF
- -- Small Company Growth, INVESCO VIF -- Technology, INVESCO VIF -- Total Return
and INVESCO VIF -- Utilities Funds (the "Funds"). Additional Funds may be
offered in the future. The Company's shares are not offered directly to the
public, but are sold exclusively to life insurance companies ("Participating
Insurance Companies") as a pooled funding vehicle for variable annuity and
variable life insurance contracts issued by separate accounts of Participating
Insurance Companies.

"Open-end" means that each Fund issues an indefinite number of shares which it
continuously offers to redeem at net asset value per share ("NAV"). A
"management" investment company actively buys and sells securities for each
portfolio at the direction of a professional manager. Open-end management
investment companies (or one or more series of such companies, such as the
Funds) are commonly referred to as mutual funds.

INVESTMENTS, POLICIES AND RISKS

The principal investments and policies of the Funds are discussed in the
Prospectuses of the Funds. The Funds also may invest in the following securities
and engage in the following practices.

ADRs -- American Depository Receipts, or ADRs, are securities issued by American
banks. ADRs are receipts for the shares of foreign corporations that are held by
the bank issuing the receipt. An ADR entitles its holder to all dividends and
capital gains on the underlying foreign securities, less any fees paid to the
bank. Purchasing ADRs gives a Fund the ability to purchase the functional
equivalent of foreign securities without going to the foreign securities markets
to do so. ADRs are bought and sold in U.S. dollars, not foreign currencies. An
ADR that is "sponsored" means that the foreign corporation whose shares are
represented by the ADR is actively involved in the issuance of the ADR, and
generally provides material information about the corporation to the U.S.
market. An "unsponsored" ADR program means that the foreign corporation whose
shares are held by the bank is not obligated to disclose material information in
the United States, and, therefore, the market value of the ADR may not reflect
important facts known only to the foreign company.

Since they mirror their underlying foreign securities, ADRs generally have the
same risks as investing directly in the underlying foreign securities.

DEBT SECURITIES -- Debt securities include bonds, notes and other securities
that give the holder the right to receive fixed amounts of principal, interest,
or both on a date in the future or on demand. Debt securities also are often
referred to as fixed income securities, even if the rate of interest varies
over the life of the security.

Debt securities are generally subject to credit risk and market risk. Credit
risk is the risk that the issuer of the security may be unable to meet interest
or principal payments or both as they come due. Market risk is the risk that the
market value of the security may decline for a variety of reasons, including
changes in interest rates. An increase in interest rates tends to reduce the
market values of debt securities in which a Fund has invested. A decline in
interest rates tends to increase the market values of debt securities in which a
Fund has invested.
<PAGE>

Moody's Investor Services, Inc. ("Moody's") and Standard & Poor's ("S&P")
ratings provide a useful guide to the credit risk of many debt securities. The
lower the rating of a debt security, the greater the credit risk the rating
service assigns to the security. To compensate investors for accepting that
greater risk, lower-rated debt securities tend to offer higher interest rates.
Lower-rated debt securities are often referred to as "junk bonds." Increasing
the amount of Fund assets invested in unrated or lower grade straight debt
securities may increase the yield produced by a Fund's debt securities but will
also increase the credit risk of those securities. A debt security is considered
lower grade if it is rated Ba or less by Moody's or BB or less by S&P.

Lower-rated and non-rated debt securities of comparable quality are subject to
wider fluctuations in yields and market values than higher-rated debt securities
and may be considered speculative. Although a Fund may invest in debt securities
assigned lower grade ratings by S&P or Moody's, the Funds' investments have
generally been limited to debt securities rated B or higher by either S&P or
Moody's. Debt securities rated lower than B by either S&P or Moody's are usually
considered to be highly speculative. The Funds' investment adviser will limit
Fund investments to debt securities which the adviser believes are not highly
speculative and which are rated at least CCC by S&P or Caa by Moody's.

A significant economic downturn or increase in interest rates may cause issuers
of debt securities to experience increased financial problems which could
adversely affect their ability to pay principal and interest obligations, to
meet projected business goals, and to obtain additional financing. These
conditions more severely impact issuers of lower-rated debt securities. The
market for lower-rated debt securities may not be as liquid as the market for
higher-rated debt securities. Therefore, a Fund's investment adviser attempts to
limit purchases of lower-rated securities to securities having an established
secondary market.

Debt securities rated Caa by Moody's may be in default or may present risks of
non-payment of principal or interest. Lower rated securities by S&P (categories
BB, B, CCC) include those which are predominantly speculative because of the
issuer's perceived capacity to pay interest and repay principal in accordance
with their terms; BB indicates the lowest degree of speculation and CCC a high
degree of speculation. While such debt securities will likely have some quality
and protective characteristics, these are usually outweighed by large
uncertainties or major risk exposures to adverse conditions.

The Funds expect that most emerging country debt securities in which they invest
will not be rated by U.S. rating services. Although bonds in the lowest
investment grade debt category (those rated BBB by S&P, Baa by Moody's or the
equivalent) are regarded as having adequate capability to pay principal and
interest, they have speculative characteristics. Adverse economic conditions or
changing circumstances are more likely to lead to a weakened capacity to make
principal and interest payments than is the case for higher rated bonds. Lower
rated bonds by Moody's (categories Ba, B, or Caa) are of poorer quality and also
have speculative characteristics. Bonds rated Caa may be in default or there may
be present elements of danger with respect to principal or interest. Lower-rated
bonds by S&P (categories BB, B, or CCC) include those that are regarded, on
balance, as predominantly speculative with respect to the issuer's capacity to
pay interest and repay principal in accordance with their terms; BB indicates
the lowest degree of speculation and CCC a high degree of speculation. While
such bonds likely will have some quality and protective characteristics, these
are outweighed by large uncertainties or major risk exposures to adverse
conditions. Bonds having equivalent ratings from other ratings services will
have characteristics similar to those of the corresponding S&P and Moody's
ratings. For a specific description of S&P and Moody's corporate bond rating
categories, please refer to Appendix B.
<PAGE>

EQUITY SECURITIES -- As discussed in the Prospectuses, the Funds may invest in
common, preferred and convertible preferred stocks, and securities whose values
are tied to the price of stocks, such as rights, warrants and convertible debt
securities. Common stocks and preferred stocks represent equity ownership in a
corporation. Owners of stock, such as the Funds, share in a corporation's
earnings through dividends which may be declared by the corporation, although
the receipt of dividends is not the principal benefit that the Funds seek when
they invest in stocks and similar instruments.

<PAGE>

Instead, the Funds seek to invest in stocks that will increase in market value
and may be sold for more than a Fund paid to buy them. Market value is based
upon constantly changing investor perceptions of what the company is worth
compared to other companies. Although dividends are a factor in the changing
market value of stocks, many companies do not pay dividends, or pay
comparatively small dividends. As discussed in the Prospectuses, the principal
risk of investing in equity securities is that their market values fluctuate
constantly, often due to factors entirely outside the control of the Funds or
the company issuing the stock. At any given time, the market value of an equity
security may be significantly higher or lower than the amount paid by a Fund to
acquire it.

Owners of preferred stocks are entitled to dividends payable from the
corporation's earnings, which in some cases may be "cumulative" if prior
dividends on the preferred stock have not been paid. Dividends payable on
preferred stock have priority over distributions to holders of common stock, and
preferred stocks generally have a priority on the distribution of assets in the
event of the corporation's liquidation. Preferred stocks may be "participating,"
which means that they may be entitled to dividends in excess of the stated
dividend in certain cases. The holders of a company's debt securities generally
are entitled to be paid by the company before it pays anything to its
stockholders.

Rights and warrants are securities which entitle the holder to purchase the
securities of a company (usually, its common stock) at a specified price during
a specified time period. The value of a right or warrant is affected by many of
the same factors that determine the prices of common stocks. Rights and warrants
may be purchased directly or acquired in connection with a corporate
reorganization or exchange offer.

The Funds also may purchase convertible securities including convertible debt
obligations and convertible preferred stock. A convertible security entitles the
holder to exchange it for a fixed number of shares of common stock (or other
equity security), usually at a fixed price within a specified period of time.
Until conversion, the owner of convertible securities usually receives the
interest paid on a convertible bond or the dividend preference of a preferred
stock.

A convertible security has an "investment value", which is a theoretical value
determined by the yield it provides in comparison with similar securities
without the conversion feature. Investment value changes are based upon
prevailing interest rates and other factors. It also has a "conversion value,"
which is the market value the convertible security would have if it were
exchanged for the underlying equity security. Convertible securities may be
purchased at varying price levels above or below their investment values or
conversion values.

Conversion value is a simple mathematical calculation that fluctuates directly
with the price of the underlying security. However, if the conversion value is
substantially below investment value, the market value of the convertible
security is governed principally by its investment value. If the conversion
value is near or above investment value, the market value of the convertible
security generally will rise above investment value. In such cases, the market
value of the convertible security may be higher than its conversion value, due
to the combination of the convertible security's right to interest (or dividend
preference) and the possibility of capital appreciation from the conversion
feature. However, there is no assurance that any premium above investment value
or conversion value will be recovered because prices change and, as a result,
the ability to achieve capital appreciation through conversion may be
eliminated.
<PAGE>

FOREIGN SECURITIES -- As discussed in the Prospectuses, investments in the
securities of foreign companies, or companies that have their principal business
activities outside the United States, involve certain risks not associated with
investment in U.S. companies. Non-U.S. companies generally are not subject to
the same uniform accounting, auditing and financial reporting standards that
apply to U.S. companies. Therefore, financial information about foreign
companies may be incomplete, or may not be comparable to the information
available on U.S. companies. There may also be less publicly available
information about a foreign company.

Although the volume of trading in foreign securities markets is growing,
securities of many non-U.S. companies may be less liquid and have greater swings
in price than securities of comparable U.S. companies. The costs of buying and
selling securities on foreign securities exchanges are generally significantly
higher than similar costs in the United States. There is generally less
government supervision and regulation of exchanges, brokers and issuers in
foreign countries than there is in the United States. Investment in non-U.S.
securities may also be subject to other risks different from those affecting
U.S. investments, including local political or economic developments,
expropriation or nationalization of assets, confiscatory taxation, and
imposition of withholding taxes on dividends or interest payments. If it becomes
necessary, it may be more difficult for a Fund to obtain or to enforce a
judgment against a foreign issuer than against a domestic issuer.

Securities traded on foreign markets are usually bought and sold in local
currencies, not in U.S. dollars. Therefore, the market value of foreign
securities acquired by a Fund can be affected -- favorably or unfavorably -- by
changes in currency rates and exchange control regulations. Costs are incurred
in converting money from one currency to another. Foreign currency exchange
rates are determined by supply and demand on the foreign exchange markets.
Foreign exchange markets are affected by the international balance of payments
and other economic and financial conditions, government intervention,
speculation and other factors, all of which are outside the control of each
Fund. Generally, the Funds' foreign currency exchange transactions will be
conducted on a cash or "spot" basis at the spot rate for purchasing or selling
currency in the foreign currency exchange markets.

FORWARD FOREIGN CURRENCY EXCHANGE CONTRACTS -- The Funds may enter into
contracts to purchase or sell foreign currencies in the future, for example, as
a hedge against possible changes in foreign exchange rates before settlement of
a pending trade. A forward foreign currency exchange contract is an agreement
between the contracting parties to exchange an amount of currency at some future
time at an agreed upon rate. The rate can be higher or lower than the cash or
"spot" rate between the currencies that are the subject of the contract.

A forward contract generally has no deposit requirement, and such transactions
do not involve commissions. A Fund can hedge against possible variations in the
value of the dollar versus another currency by entering into a forward contract
for the purchase or sale of all or part of the amount of foreign currency
invested in a foreign security. A hedge can be used between the date the foreign
security transaction is executed and the date on which payment is made or
received, or a hedge may be used during the time a Fund holds the foreign
security. Hedging against a change in the value of a currency does not eliminate
fluctuations in the prices of securities or prevent losses if the prices of the
securities decline. Furthermore, such hedging transactions preclude the
opportunity for gain if the value of the hedged currency should rise. There can
be no assurance that a Fund will be in a better or a worse position than if it
had not entered into any forward contracts. In addition, a Fund may find it
impossible at times to hedge certain currencies.

The Funds will not speculate in forward foreign currency exchange contracts.
Although the Funds have no limit on their ability to use forward foreign
currency exchange contracts as a hedge against fluctuations in foreign exchange
rates (except to the extent that in certain situations hedging instruments may
not be available), the Funds do not attempt to hedge all of their non-U.S.
portfolio positions. The Funds will enter into forward foreign currency exchange
contracts only to the extent, if any, deemed appropriate by the adviser and
sub-adviser. Forward contracts may, from time to time, be considered illiquid,
in which case they would be subject to a Fund's limitations on investing in
illiquid securities. The Funds will not enter into forward contracts for a term
of more than one year.

<PAGE>

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

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

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

In addition to the possibility that there may be an imperfect correlation or no
correlation at all between movements in the futures and the portion of the
portfolio being hedged, the price of futures may not correlate perfectly with
movements in interest rates or exchange rates due to certain market distortions.
All participants in the futures market are subject to margin deposit and
maintenance requirements. Rather than meeting additional margin deposit
requirements, investors may close futures contracts through offsetting
transactions which could distort the normal relationship between interest rates
or exchange rates and the value of a future. Moreover, the deposit requirements
in the futures market are less onerous than margin requirements in the
securities market and may therefore cause increased participation by speculators
in the futures market. Such increased participation also may cause temporary
price distortions. Due to the possibility of price distortion in the futures
market and because of the imperfect correlation between movements in interest
rates or exchange rates and movements in the prices of futures contracts, the
value of futures contracts as a hedging device may be reduced.
<PAGE>
In addition, if a Fund has insufficient available cash, it may at times have to
sell securities to meet variation margin requirements. Such sales may have to be
effected at a time when it may be disadvantageous to do so.

ILLIQUID SECURITIES -- Securities which do not trade on stock exchanges or in
the over the counter market, or have restrictions on when and how they may be
sold, are generally considered to be "illiquid." An illiquid security is one
that a Fund may have difficulty -- or may even be legally precluded from --
selling at any particular time. The Funds may invest in illiquid securities,
including restricted securities and other investments which are not readily
marketable. A Fund will not purchase any such security if the purchase would
cause the Fund to invest more than 15% of its total assets, measured at the time
of purchase, in illiquid securities. Repurchase agreements maturing in more than
seven days are considered illiquid for purposes of this restriction.

The principal risk of investing in illiquid securities is that a Fund may be
unable to dispose of them at the time desired or at a reasonable price. In
addition, in order to resell a restricted security, a Fund might have to bear
the expense and incur the delays associated with registering the securities with
the SEC, and otherwise obtaining listing on a securities exchange or in the over
the counter market.

RULE 144A SECURITIES -- A Fund also may invest in securities that can be resold
to institutional investors pursuant to Rule 144A under the Securities Act of
1933, as amended (the "1933 Act"). In recent years, a large institutional market
has developed for many Rule 144A Securities. Institutional investors generally
cannot sell these securities to the general public but instead will often depend
on an efficient institutional market in which Rule 144A Securities can readily
be resold to other institutional investors, or on an issuer's ability to honor a
demand for repayment. Therefore, the fact that there are contractual or legal
restrictions on resale to the general public or certain institutions does not
necessarily mean that a Rule 144A Security is illiquid. Institutional markets
for Rule 144A Securities may provide both reliable market values for Rule 144A
Securities and enable a Fund to sell a Rule 144A investment when appropriate.
For this reason, the Company's board of directors has concluded that if a
sufficient institutional trading market exists for a given Rule 144A security,
it may be considered "liquid," and not subject to a Fund's limitations on
investment in illiquid securities. The Company's board of directors has given
INVESCO the day-to-day authority to determine the liquidity of Rule 144A
Securities, according to guidelines approved by the board. The principal risk of
investing in Rule 144A Securities is that there may be an insufficient number of
qualified institutional buyers interested in purchasing a Rule 144A Security
held by a Fund, and the Fund might be unable to dispose of such
security promptly or at reasonable prices.

REPURCHASE AGREEMENTS -- A Fund may enter into repurchase agreements, or REPOs,
on debt securities that the Fund is allowed to hold in its portfolio. This is a
way to invest money for short periods. A REPO is an agreement under which the
Fund acquires a debt security and then resells it to the seller at an agreed
upon price and date (normally, the next business day). The repurchase price
represents an interest rate effective for the short period the debt security is
held by the Fund, and is unrelated to the interest rate on the underlying debt
security. A repurchase agreement is often considered as a loan collateralized by
securities. The collateral securities acquired by the Fund (including accrued
interest earned thereon) must have a total value in excess of the value of the
repurchase agreement. The collateral securities are held by the Fund's custodian
bank until the repurchase agreement is completed.

The Funds may enter into repurchase agreements with commercial banks, registered
broker-dealers or registered government securities dealers, that are
creditworthy under standards established by the Company's board of directors.
The Company's board of directors has established standards that the investment
adviser and sub-adviser must use to review the creditworthiness of any bank,
broker or dealer that is party to a REPO. REPOs maturing in more than seven days
are considered illiquid securities. A Fund will not enter into repurchase
agreements maturing in more than seven days if as a result more than 20% of the
Fund's total assets would be invested in these repurchase agreements and other
illiquid securities.
<PAGE>
As noted above, the Funds use REPOs as a means of investing cash for short
periods of time. Although REPOs are considered to be highly liquid and
comparatively low-risk, the use of REPOs does involve some risks. For example,
if the other party to the agreement defaults on its obligation to repurchase the
underlying security at a time when the value of the security has declined, the
Fund may incur a loss on the sale of the collateral security. If the other party
to the agreement becomes insolvent and subject to liquidation or reorganization
under the Bankruptcy Code or other laws, a court may determine that the
underlying security is collateral for a loan by the Fund not within the control
of the Fund and therefore the realization by the Fund on such collateral may
automatically be stayed. Finally, it is possible that the Fund may not be able
to substantiate its interest in the underlying security and may be deemed an
unsecured creditor of the other party to the agreement.

SECURITIES LENDING -- Although they do not do so at this time, and have no
present intention of doing so, the Funds may lend their portfolio securities to
qualified brokers, dealers, banks, or other financial institutions. The
advantage of lending portfolio securities is that a Fund continues to have the
benefits (and risks) of ownership of the loaned securities, while at the same
time receiving interest from the borrower of the securities. The primary risk in
lending portfolio securities is that a borrower may fail to return a portfolio
security.

U.S. GOVERNMENT SECURITIES -- Each Fund may, from time to time, purchase debt
securities issued by the U.S. government. These securities include treasury
bills, treasury notes, and treasury bonds. Treasury bills have a maturity of one
year or less. Treasury notes generally have a maturity of one to ten years, and
treasury bonds generally have maturities of more than ten years.

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

Other United States government debt securities, such as securities of the
Federal Home Loan Banks, are supported by the right of the issuer to borrow from
the Treasury. Others, such as bonds issued by Fannie Mae, a federally chartered
private corporation, are supported only by the credit of the corporation. In the
case of securities not backed by the full faith and credit of the United States,
the Fund must look principally to the agency issuing or guaranteeing the
obligation in the event the agency or instrumentality does not meet its
commitments. A Fund will invest in securities of such instrumentalities only
when its investment adviser and sub-advisers are satisfied that the credit risk
with respect to any such instrumentality is comparatively minimal.

WHEN-ISSUED/DELAYED DELIVERY -- Ordinarily, the Funds buy and sell securities on
an ordinary settlement basis. That means that the buy or sell order is sent, and
a Fund actually takes delivery or gives up physical possession of the security
on the "settlement date," which is three business days later. However, the Funds
also may purchase and sell securities on a when-issued or delayed delivery
basis.
<PAGE>
When-issued or delayed delivery transactions occur when securities are purchased
or sold by a Fund and payment and delivery take place at an agreed-upon time in
the future. The Funds may engage in this practice in an effort to secure an
advantageous price and yield. However, the yield on a comparable security
available when delivery actually takes place may vary from the yield on the
security at the time the when-issued or delayed delivery transaction was entered
into. When a Fund engages in when-issued and delayed delivery transactions, it
relies on the seller or buyer to consummate the sale at the future date. If the
seller or buyer fails to act as promised, that failure may result in the Fund
missing the opportunity of obtaining a price or yield considered to be
advantageous. No payment or delivery is made by a Fund until it receives
delivery or payment from the other party to the transaction. However,
fluctuation in the value of the security from the time of commitment until
delivery could adversely affect a Fund.

INVESTMENTS RISKS AND STRATEGIES

The Funds operate under certain investment restrictions. For purposes of the
following restrictions, all percentage limitations apply immediately after a
purchase or initial investment. Any subsequent change in a particular percentage
resulting from fluctuations in value does not require elimination of any
security from a Fund.

The following restrictions are fundamental and may not be changed with respect
to the Funds without prior approval of a majority of the outstanding voting
securities of the Funds, as defined in the Investment Company Act of 1940, as
amended (the "1940 Act"). The Funds, unless otherwise indicated, may not:

(1) with respect to seventy-five percent (75%) of each Fund's 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 a Fund to have more than 5% of the value of its total assets invested in
the securities of such issuer or to own more than 10% of the outstanding voting
securities of such issuer;

(2) borrow money or issue senior securities (as defined in the 1940
Act), except that each 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 a Fund's
total assets by reason of a decline in total assets will be reduced within three
business days to the extent necessary to comply with the 33-1/3% limitation.
This restriction shall not prohibit deposits of assets to margin or guarantee
positions in futures, options, swaps or forward contracts, or the segregation of
assets in connection with such contracts;

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

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

(5) purchase or sell physical commodities other than foreign
currencies unless acquired as a result of ownership of securities (but this
shall not prevent the Fund from purchasing or selling options, futures, swaps
and forward contracts or from investing in securities or other instruments
backed by physical commodities;
<PAGE>
(6) lend any security or make any other loan if, as a result, more
than 10% of its total assets would be lent to other parties (but this limitation
does not apply to purchases of commercial paper, debt securities or to
repurchase agreements.);

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

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

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

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

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

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

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

(f) The Fund may not mortgage or pledge any securities owned or held
by the Fund in amounts that exceed, in the aggregate, 15% of the Fund's net
assets, provided that this limitation does not apply to reverse repurchase
agreements or in the case of assets deposited to margin or guarantee positions
in futures, options, swaps or forward contracts or placed in a segregated
account in connection with such contracts.

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

(h) The Fund does not currently intend to invest directly in oil, gas,
or other mineral development or exploration programs or leases; however, the
Fund may own debt or equity securities of companies engaged in those businesses.
<PAGE>
(i) The Fund does not currently intend to purchase any security or
enter into a repurchase agreement if, as a result, more than 15% of its net
assets would be invested in repurchase agreements not entitling the holder to
payment of principal and interest within seven days and in securities that are
illiquid by virtue of legal or contractual restrictions on resale or the absence
of a readily available market. The board of directors, or the Fund's investment
adviser acting pursuant to authority delegated by the board of directors, may
determine that a readily available market exists for securities eligible for
resale pursuant to Rule 144A under the Securities Act of 1933, or any successor
to such rule, and therefore that such securities are not subject to the
foregoing limitation.

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

In applying the industry concentration investment restrictions
applicable to the Funds, the Company uses an industry classification system for
international securities based on information obtained from Bloomberg L.P.,
Moody's International and a modified S&P industry code classification schema
which uses various sources to classify securities.

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

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

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

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

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

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

State insurance laws and regulations may impose additional limitations
on lending securities and the use of options, futures and other derivative
instruments.
<PAGE>
MANAGEMENT OF THE FUNDS

THE INVESTMENT ADVISER

INVESCO Funds Group, Inc., a Delaware corporation ("INVESCO"), is the Company's
investment adviser. INVESCO was founded in 1932 and serves as an investment
adviser to:

INVESCO Bond Funds, Inc. (formerly, INVESCO Income Funds, Inc.)
INVESCO Combination Stock & Bond Funds, Inc.
(formerly, INVESCO Flexible Funds,Inc.)
INVESCO Diversified Funds, Inc.
INVESCO Emerging Opportunity Funds, Inc.
INVESCO Industrial Income Fund, Inc.
INVESCO Growth Funds, Inc. (formerly, INVESCO Growth 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.)
INVESCO Tax-Free Income Funds, Inc.
INVESCO Value Trust
INVESCO Variable Investment Funds, Inc.

As of December 31, 1998, INVESCO managed 14 mutual funds having combined assets
of $21.2 billion, consisting of 51 separate portfolios, on behalf of more than
900,000 shareholders.

INVESCO is an indirect wholly owned subsidiary of AMVESCAP PLC, a publicly
traded holding company. Through its subsidiaries, AMVESCAP PLC engages in the
business of investment management on an international basis. AMVESCAP PLC is one
of the largest independent investment management businesses in the world, with
approximately $275 billion in assets under management on December 31, 1998.

AMVESCAP PLC's North American subsidiaries include:

INVESCO Retirement and Benefit Services, Inc. ("IRBS"), Atlanta, Georgia,
develops and provides domestic and international defined contribution
retirement plan services to plan sponsors, institutional retirement plan
sponsors, institutional plan providers and foreign governments.

INVESCO Retirement Plan Services ("IRPS"), Atlanta, Georgia, a division of
IRBS, provides record keeping and investment selection services to defined
contribution plan sponsors of plans with between $2 million and $200 million
in assets. Additionally, IRPS provides investment consulting services to
institutions seeking to provide retirement plan products and services.

Institutional Trust Company, doing business as INVESCO Trust Company
("ITC"), Denver, Colorado, a division of IRBS, provides retirement account
custodian and/or trust services for individual retirement accounts ("IRAs")
and other retirement plan accounts. This includes services such as record
keeping, tax reporting and compliance. ITC acts as trustee or custodian to
these plans. ITC accepts contributions and provides, through INVESCO,
complete transfer agency functions: correspondence, sub-accounting,
telephone communications and processing of distributions.

INVESCO Capital Management, Inc., Atlanta, Georgia, manages institutional
investment portfolios, consisting primarily of discretionary employee
benefit plans for corporations and state and local governments, and
endowment funds. INVESCO Capital Management, Inc. is the sole shareholder of
INVESCO Services, Inc., a registered broker-dealer.

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

PRIMCO Capital Management, Inc., Louisville, Kentucky, specializes in
managing stable return investments, principally on behalf of Section 401(k)
retirement plans.
<PAGE>
INVESCO Realty Advisors, Inc., Dallas, Texas, is responsible for providing
advisory services in the U.S. real estate markets for AMVESCAP PLC's clients
worldwide. Clients include corporate pension plans and public pension funds
as well as endowment and foundation accounts.

INVESCO (NY), Inc., New York, is an investment adviser for separately
managed accounts, such as corporate and municipal pension plans,
Taft-Hartley Plans, insurance companies, charitable institutions and private
individuals. INVESCO NY also offers the opportunity for its clients to
invest both directly and indirectly through partnerships in primarily
private investments or privately negotiated transactions. INVESCO NY further
serves as investment adviser to several closed-end investment companies, and
as sub-adviser with respect to certain commingled employee benefit trusts.
INVESCO NY specializes in the fundamental research investment approach, with
the help of quantitative tools.

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

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

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

The corporate headquarters of AMVESCAP PLC are located at 11
Devonshire Square, London, EC2M4YR, England.

THE INVESTMENT ADVISORY AGREEMENT

INVESCO serves as investment adviser to the Funds under an investment advisory
agreement dated February 28, 1997 (the "Agreement") with the Company, which was
last approved by the board of directors for a term expiring May 15, 1999. The
board vote was cast in person, at a meeting called for this purpose, by a
majority of the directors of the Company, including a majority of the directors
who are not "interested persons" of the Company or INVESCO ("Independent
Directors"). Shareholders of the High Yield, Equity Income, Total Return and
Utilities Funds approved the Agreement on January 31, 1997. With respect to Blue
Chip Growth, Dynamics and Small Company Growth Funds, the Agreement was approved
by INVESCO on August 22, 1997. With respect to Health Sciences and Technology
Funds, the Agreement was approved by INVESCO on May 21, 1997. With respect to
Realty Fund, the Agreement was approved by INVESCO on March 31, 1998.

The Agreement may be continued from year to year if each such continuance is
specifically approved at least annually by the board of directors of the
Company, or by a vote of the holders of a majority, as defined in the 1940 Act,
of the outstanding shares of each Fund. Any continuance also must be approved by
a majority of the Company's Independent Directors, cast in person at a meeting
called for the purpose of voting on such continuance. The Agreement may be
terminated at any time without penalty by either party upon sixty (60) days'
written notice and terminates automatically in the event of an assignment to the
extent required by the 1940 Act and the rules thereunder.

The Agreement requires that INVESCO manage the investment portfolio of each Fund
in a way that conforms with each Fund's investment policies. INVESCO may
directly manage a Fund itself, or may hire a sub-adviser, which may be an
affiliate of INVESCO, to do so.
Specifically, INVESCO is responsible for:

o managing the investment and reinvestment of all the assets of the Funds,
and executing all purchases and sales of portfolio securities;
<PAGE>
o maintaining a continuous investment program for the Funds, consistent with
(i) each Fund's investment policies as set forth in the Company's Bylaws
and Registration Statement, as from time to time amended, under the 1940
Act, and in any prospectus and/or statement of additional information of
the Funds, as from time to time amended and in use under the 1933 Act, and
(ii) the Company's status as a regulated investment company under the
Internal Revenue Code of 1986, as amended;

o determining what securities are to be purchased or sold for the Funds,
unless otherwise directed by the directors of the Company, and executing
transactions accordingly;

o providing the Funds the benefit of all of the investment analysis and
research, the reviews of current economic conditions and trends, and the
consideration of a long-range investment policy now or hereafter generally
available to the investment advisory customers of the Adviser or any
Sub-Adviser;

o determining what portion of each Fund's assets should be invested in the
various types of securities authorized for purchase by the Fund; and

o making recommendations as to the manner in which voting rights, rights to
consent to Fund action and any other rights pertaining to a Fund's
portfolio securities shall be exercised.

INVESCO also performs all of the following services for the Funds:

o administrative

o internal accounting (including computation of net asset value)

o clerical and statistical

o secretarial

o all other services necessary or incidental to the administration of the
affairs of the Funds

o supplying the Company with officers, clerical staff and other employees

o furnishing office space, facilities, equipment, and supplies; providing
personnel and facilities required to respond to inquiries related to
shareholder accounts

o conducting periodic compliance reviews of the Funds' operations;
preparation and review of required documents, reports and filings by
INVESCO's in-house legal and accounting staff or in conjunction with
independent attorneys and accountants (including the prospectus, statement
of additional information, proxy statements, shareholder reports, tax
returns, reports to the SEC, and other corporate documents of the Funds)

o supplying basic telephone service and other utilities

o preparing and maintaining certain of the books and records required to be
prepared and maintained by the Funds under the 1940 Act.

Expenses not assumed by INVESCO are borne by the Funds. As full compensation for
its advisory services to the Company, INVESCO receives a monthly fee from each
Fund. The fee is calculated at the annual rate of:

Equity Income and Total Return Funds

o 0.75% on the first $500 million of each Fund's average net assets;

o 0.65% on the next $500 million of each Fund's average net assets; and

o 0.55% on each Fund's average net assets in excess of $1 billion.
<PAGE>
High Yield and Utilities Funds

o 0.60% on the first $500 million of each Fund's average net assets;

o 0.55% on the next $500 million of each Fund's average net assets; and

o 0.45% on each Fund's average net assets in excess of $1 billion.

Small Company Growth, Health Sciences and Technology Funds

o 0.75% on the first $350 million of each Fund's average net assets;

o 0.65% on the next $350 million of each Fund's average net assets; and

o 0.55% on each Fund's average net assets in excess of $700 million.

Dynamics Fund

o 0.60% on the first $350 million of the Fund's average net assets;

o 0.55% on the next $350 million of the Fund's average net assets; and

o 0.50% on the Fund's average net assets in excess of $700 million.

Blue Chip Growth Fund

o 0.85% of the Fund's average net assets.

Realty Fund

o 0.90% on the first $500 million of the Fund's average net assets;

o 0.75% on the next $500 million of the Fund's average net assets; and

o 0.65% on the Fund's average net assets in excess of $1 billion.

During the fiscal years ended December 31, 1998, 1997 and 1996, the Funds paid
INVESCO advisory fees in the dollar amounts shown below. If applicable, the fees
were reduced voluntarily in the amounts shown below, so that INVESCO's fees are
not in excess of the voluntary expense limitations shown below, which have been
agreed to by the Company and INVESCO.

<PAGE>
<TABLE>
<CAPTION>
Advisory Total Expense Total Expense
Fee Dollars Reimbursements Limitations
----------- -------------- -----------
<S> <C> <C> <C>
Blue Chip Growth Fund
1998 $2,589 $32,023 1.50%
1997 781 26,170 1.25%
1996 N/A N/A N/A

Dynamics Fund
1998 $1,652 $36,773 1.15%
1997 554 31,429 0.90%
1996 N/A N/A N/A

Equity Income Fund
1998 $377,741 $245 1.15%
1997 223,880 16,285 0.90%
1996 105,932 34,295 0.90%

Health Sciences Fund
1998 $9,945 $39,165 1.25%
1997 1,191 33,488 1.00%
1996 N/A N/A N/A

High Yield Fund
1998 $224,864 $0 1.05%
1997 117,624 20,919 0.80%
1996 50,693 38,708 0.80%

Realty Fund
1998 $2,558 $18,881 1.35%
1997 N/A N/A N/A
1996 N/A N/A N/A

Small Company Growth Fund
1998 $2,726 $39,139 1.25%
1997 684 32,621 1.00%
1996 N/A N/A N/A

Technology Fund
1998 $5,670 $38,752 1.25%
1997 1,318 33,352 1.00%
1996 N/A N/A N/A

Total Return Fund
1998 $219,888 $196 1.15%
1997 126,159 30,247 0.90%
1996 77,890 37,492 0.90%

Utilities Fund
1998 $32,195 $28,048 1.15%
1997 19,549 35,201 0.90%
1996 5,716 39,955 0.90%
</TABLE>
<PAGE>
THE SUB-ADVISORY AGREEMENT

With respect to the Realty Fund, INVESCO Realty Advisors, Inc. ("IRAI") serves
as sub-adviser to the Realty Fund pursuant to a sub-advisory agreement dated
February 28, 1997 (the " Realty Sub-Agreement") with INVESCO which was approved
on November 6, 1996, by a vote cast in person by a majority of the directors of
the Company, including a majority of the directors who are not "interested
persons" of the Company, INVESCO or IRAI, at a meeting called for such purpose.
The Realty Sub-Agreement was approved on January 31, 1997, by the shareholders
of the Realty Fund for an initial term expiring February 28, 1999. On May 13,
1998, this period was extended by the Company's board of directors through May
15, 1999.

With respect to the Total Return Fund, INVESCO Capital Management ("ICM") serves
as sub-adviser to the Total Return Fund pursuant to a sub-advisory agreement
dated February 28, 1997 (the "Total Return Sub-Agreement") with INVESCO which
was approved on November 6, 1996 by a vote cast in person by a majority of the
directors of the Company, including a majority of the directors who are not
"interested persons" of the Company, INVESCO or ICM, at a meeting called for
such purpose. The Total Return Sub-Agreement was approved on January 31, 1997 by
the shareholders of the Total Return Fund for an initial term expiring on
February 28, 1999. On May 13, 1998, this period was extended by the Company's
board of directors through May 15, 1999.

Thereafter, the Realty Sub-Agreement and Total Return Sub-Agreement (the
"Sub-Agreements") may be continued from year to year as to each Fund as long as
each such continuance is specifically approved by the board of directors of the
Company, or by a vote of the holders of a majority of the outstanding shares of
the Fund, as defined in the 1940 Act. Each such continuance also must be
approved by a majority of the directors who are not parties to the
Sub-Agreements or interested persons (as defined in the 1940 Act) of any such
party, cast in person at a meeting called for the purpose of voting on such
continuance. The Sub-Agreements may be terminated at any time without penalty by
either party or the Company upon sixty (60) days' written notice. Each
terminates automatically in the event of an assignment to the extent required by
the 1940 Act and the rules thereunder.

The Sub-Agreements provide that IRAI and ICM, as applicable, subject to the
supervision of INVESCO, shall manage the investment portfolios of the Realty and
Total Return Funds in conformity with each Fund's investment policies. These
management services include: (a) managing the investment and reinvestment of all
the assets, now or hereafter acquired, of each Fund, and executing all purchases
and sales of portfolio securities; (b) maintaining a continuous investment
program for the Funds, consistent with (i) each Fund's investment policies as
set forth in the Company's Articles of Incorporation, Bylaws and Registration
Statement, as from time to time amended, under the 1940 Act, as amended, and in
any prospectus and/or statement of additional information of the Company, as
from time to time amended and in use under the 1933 Act, and (ii) the Company's
status as a regulated investment company under the Internal Revenue Code of
1986, as amended; (c) determining what securities are to be purchased or sold
for each Fund, unless otherwise directed by the directors of the Company or
INVESCO, and executing transactions accordingly; (d) providing the Funds the
benefit of all of the investment analysis and research, the reviews of current
economic conditions and trends, and the consideration of long-range investment
policy now or hereafter generally available to investment advisory customers of
IRAI or ICM; (e) determining what portion of each applicable Fund's assets
should be invested in the various types of securities authorized for purchase by
such Fund; and (f) making recommendations as to the manner in which voting
rights, rights to consent to Company action and any other rights pertaining to
the portfolio securities of each applicable Fund shall be exercised.
<PAGE>
The Sub-Agreements provide that, as compensation for their services, IRAI and
ICM shall receive from INVESCO, at the end of each month, a fee based upon the
average daily value of the applicable Fund's net assets. With respect to the
Realty Fund, the fee is calculated at the following annual rates: prior to
January 1, 1998, 0.30% on the first $500 million of the Fund's average net
assets; 0.25% on the next $500 million of the Fund's average net assets; and
0.2167% on the Fund's average net assets in excess of $1 billion; and effective
January 1, 1998, 0.36% on the first $500 million; 0.30% on the next $500 million
and 0.26% on the Fund's net assets in excess of $1 billion. With respect to the
Total Return Fund, the fee is computed at the following annual rates: prior to
January 1, 1998, 0.25% on the first $500 million of the Fund's average net
assets; 0.2167% on the next $500 million of the Fund's average net assets; and
0.1833% on the Fund's average net assets in excess of $1 billion; and effective
January 1, 1998, 0.30% on the first $500 million; 0.26% on the next $500 million
and 0.22% on the Fund's average net assets in excess of $1 billion. The
sub-advisory fees are paid by INVESCO, NOT the Funds.

ADMINISTRATIVE SERVICES AGREEMENT

INVESCO, either directly or through affiliated companies, provides certain
administrative, sub-accounting, and recordkeeping services to the Funds pursuant
to an Administrative Services Agreement dated February 28, 1997. The
Administrative Services Agreement was approved on November 6, 1996, at a meeting
called for that purpose, by a vote cast in person by all of the directors of the
Company, including a majority of the Independent Directors of the Company or
INVESCO.

The Administrative Services Agreement was for an initial term expiring in one
year and has been extended by action of the board of directors through May 15,
1999. The Administrative Services Agreement may be continued from year to year
as long as each such continuance is specifically approved by the board of
directors of the Company, including a majority of the Company's Independent
Directors. The Administrative Services Agreement may be terminated at any time
without penalty by INVESCO on sixty (60) days' written notice, or by the Funds
upon thirty (30) days' written notice, and ends automatically in the event of an
assignment unless the Company's board of directors, including a majority of the
Company's Independent Directors, approves such assignment.

The Administrative Services Agreement requires INVESCO to provide the following
services to the Funds:

o such sub-accounting and recordkeeping services and functions as are
reasonably necessary for the operation of the Funds; and

o such sub-accounting, recordkeeping, and administrative services and
functions, which may be provided by affiliates of INVESCO, as are
reasonably necessary for the operation of Fund shareholder accounts
maintained by certain retirement plans and employee benefit plans for the
benefit of participants in such plans.

The Administrative Services Agreement provides that each Fund pay INVESCO an
annual base fee per Fund of $10,000, plus an additional incremental fee computed
daily and paid monthly by each Fund, at an annual rate of 0.015% of the average
net assets of each Fund, plus an additional 0.25% per year of new assets accrued
after July 8, 1998.

TRANSFER AGENCY AGREEMENT

INVESCO also performs transfer agent, dividend disbursing agent, and registrar
services for the Funds pursuant to a Transfer Agency Agreement dated February
28, 1997, which was approved by the board of directors of the Company on
November 6, 1996 for an initial term expiring in one year and has been extended
by action of the board of directors through May 15, 1999. The Transfer Agency
Agreement may be continued from year to year as long as such continuance is
specifically approved at least annually by the board of directors of the
Company, including a majority of the Company's Independent Directors, or by a
vote of the holders of a majority of the outstanding voting securities of the
Funds. The Transfer Agency Agreement may be terminated at any time without
penalty by either party upon sixty (60) days' written notice and terminates
automatically in the event of assignment.

<PAGE>

The Transfer Agency Agreement provides that each Fund pay INVESCO an annual fee
of $5,000. This fee is paid monthly at the rate of 1/12 of the annual fee.

FEES PAID TO INVESCO

For the fiscal years ended December 31, 1998, 1997 and 1996, the Funds paid the
following fees to INVESCO (prior to the voluntary absorption of certain Fund
expenses by INVESCO):

BLUE CHIP GROWTH FUND

Type of Fee 1998 1997 1996
- ------------------------ ---- ---- ----
Advisory $2,589 $781 N/A
Administrative Services 10,047 6,680 N/A
Transfer Agency 5,000 3,333 N/A

DYNAMICS FUND

Type of Fee 1998 1997 1996
- ------------------------ ---- ---- ----
Advisory $1,652 $554 N/A
Administrative Services 10,042 10,014 N/A
Transfer Agency 5,000 5,000 N/A

EQUITY INCOME FUND

Type of Fee 1998 1997 1996
- ------------------------ ---- ---- ----
Advisory $377,741 $223,880 $105,932
Administrative Services 25,519 14,478 12,119
Transfer Agency 5,000 5,000 5,000

HEALTH SCIENCES FUND

Type of Fee 1998 1997 1996
- ------------------------ ---- ---- ----
Advisory $9,945 $1,191 N/A
Administrative Services 11,874 10,024 N/A
Transfer Agency 5,000 5,000 N/A

HIGH YIELD FUND

Type of Fee 1998 1997 1996
- ------------------------ ---- ---- ----
Advisory $224,864 $117,624 $50,693
Administrative Services 26,312 12,941 11,267
Transfer Agency 5,000 5,000 5,000

REALTY FUND

Type of Fee 1998 1997 1996
- ------------------------ ---- ---- ----
Advisory $2,558 N/A N/A
Administrative Services 7,669 N/A N/A
Transfer Agency 3,750 N/A N/A

SMALL COMPANY GROWTH FUND

Type of Fee 1998 1997 1996
- ------------------------ ---- ---- ----
Advisory $2,726 $684 N/A
Administrative Services 10,192 10,014 N/A
Transfer Agency 5,000 5,000 N/A
<PAGE>
TECHNOLOGY FUND

Type of Fee 1998 1997 1996
- ------------------------ ---- ---- ----
Advisory $5,670 $1,318 N/A
Administrative Services 11,005 10,026 N/A
Transfer Agency 5,000 5,000 N/A

TOTAL RETURN FUND

Type of Fee 1998 1997 1996
- ------------------------ ---- ---- ----
Advisory $219,888 $126,159 $77,890
Administrative Services 19,501 12,534 11,558
Transfer Agency 5,000 5,000 5,000

UTILITIES FUND

Type of Fee 1998 1997 1996
- ------------------------ ---- ---- ----
Advisory $32,195 $19,549 $5,716
Administrative Services 11,535 10,489 10,143
Transfer Agency 5,000 5,000 5,000

DIRECTORS AND OFFICERS OF THE COMPANY

The overall direction and supervision of the Company come from the board of
directors. The board of directors is responsible for making sure that the Funds'
general investment policies and programs are carried out and that the Funds are
properly administered.

The board of directors has an audit committee comprised of four of the directors
who are not affiliated with INVESCO (the "Independent Directors"). The committee
meets quarterly with the Company's independent accountants and officers to
review accounting principles used by the Company, the adequacy of internal
controls, the responsibilities and fees of the independent accountants, and
other matters.

The Company has a management liaison committee which 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 which have been assigned to the committee by the board
of directors, in furtherance of the board of directors' overall duty of
supervision.

The Company has a soft dollar brokerage committee. The committee meets
periodically to review soft dollar and other brokerage transactions by the
Funds, and to review policies and procedures of the Funds' adviser with respect
to brokerage transactions. It reports on these matters to the Company's board of
directors.

The Company has a derivatives committee. The committee meets periodically to
review derivatives investments made by the Funds. It monitors derivatives usage
by the Funds and the procedures utilized by the Funds' adviser to ensure that
the use of such instruments follows the policies on such instruments adopted by
the Company's board of directors. It reports on these matters to the Company's
board of directors.

The officers of the Company, all of whom are officers and employees of INVESCO,
are responsible for the day-to-day administration of the Company and the Funds.
The officers of the Company receive no direct compensation from the Company for
their services as officers. The investment adviser for the Funds has the primary
responsibility for making investment decisions on behalf of the Funds. These
investment decisions are reviewed by the investment committee of INVESCO.
<PAGE>
All of the officers and directors of the Company hold comparable positions with
the following funds, which, with the Company, are collectively referred to as
the "INVESCO Funds":

INVESCO Bond Funds, Inc. (formerly, INVESCO Income Funds, Inc.)
INVESCO Combination Stock & Bond Funds, Inc. (formerly,
INVESCO Flexible Funds, Inc.)
INVESCO Diversified Funds, Inc.
INVESCO Emerging Opportunity Funds, Inc.
INVESCO Industrial Income Fund, Inc.
INVESCO Growth Funds, Inc. (formerly, INVESCO Growth 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.)
INVESCO Tax-Free Income Funds, Inc.
INVESCO Treasurer's Series Trust
INVESCO Value Trust
INVESCO Variable Investment Funds, Inc.

The table below provides information about each of the Company's directors and
officers. Unless otherwise indicated, the address of the directors and officers
is P.O. Box 173706, Denver, CO 80217-3706 . Their affiliations represent their
principal occupations.

Position(s) Held Principal Occupation(s)
Name, Address, and Age With Company During Past Five Years

Charles W. Brady *+ Director and Chairman of the Board
1315 Peachtree St., N.E. Chairman of the Board of INVESCO Global
Atlanta, Georgia Health Sciences Fund;
Age: 63 Chief Executive Officer
and Director of AMVESCAP
PLC, London, England and
various subsidiaries of
AMVESCAP PLC.

Fred A. Deering +# Director and Vice Trustee of INVESCO Glo-
Security Life Center Chairman of the Board bal Health Sciences
1290 Broadway Fund; formerly
Denver, Colorado Chairman of the
Age: 71 Executive Committee and
Chairman of the Board of
Security Life of Denver
Insurance Company;
Director of ING American
Holdings Company and First
ING Life Insurance
Company of New York.

Mark H. Williamson *+ President, Chief President, Chief Execu-
7800 E. Union Avenue Executive Officer tive Officer and
Denver, Colorado and Director Director of INVESCO
Age: 47 Distributors, Inc.;
Chairman of the Board,
President and Chief
Executive Officer of
INVESCO Funds Group, Inc.;
President and Chief
Operating Officer of
INVESCO Global Health
Sciences Fund; formerly,
Chairman and Chief Exec-
utive Officer of Nations-
Banc Advisors, Inc.;
formerly, Chairman of
NationsBanc Investments,
Inc.

<PAGE>

Position(s) Held Principal Occupation(s)
Name, Address, and Age With Company During Past Five Years

Victor L. Andrews, Ph.D. Director Professor Emeritus,
**! Chairman Emeritus and
34 Seawatch Drive Chairman of the CFO
Savannah, Georgia Roundtable of the
Age: 68 Department of Finance of
Georgia State University;
President, Andrews Finan-
cial Associates, Inc. (con
sulting firm); formerly,
member of the faculties of
the Harvard Business
School and the Sloan
School of Management of
MIT; Director of The
Sheffield Funds, Inc.

Bob R. Baker +** Director President and Chief
AMC Cancer Research Executive Officer of
Center AMC Cancer Research
1600 Pierce Street Center, Denver,
Lakewood, Colorado Colorado, since
Age: 62 January 1989; until
December 1988, Vice
Chairman of the Board of
First Columbia Financial
Corporation, Englewood,
Colorado; formerly, Chair-
man of the Board and Chief
Executive Officer of First
Columbia Financial
Corporation.

Lawrence H. Budner #@ Director Trust Consultant;
7608 Glen Albens Circle prior to June 1987,
Dallas, Texas Senior Vice President
Age: 68 and Senior Trust
Officer of InterFirst
Bank, Dallas, Texas.
<PAGE>

Position(s) Held Principal Occupation(s)
Name, Address, and Age With Company During Past Five Years

Wendy L. Gramm**! Director Self-employed (since
4201 Yuma Street, N.W. 1993); Professor of
Washington, DC Economics and Public
Age: 54 Administration,
University of Texas at
Arlington; for merly,
Chairman, Commodity
Future Trading
Commission; Administrator
for Information and
Regulatory Affairs at the
Office of Management and
Budget; Executive Direc-
tor of the Presidential
Task Force on Regulatory
Relief; Director of the
Federal Trade Commis-
sion's Bureau of Econom-
ics; also, Director of
Chicago Mercantile
Exchange, Enron Corpora-
tion, IBP Inc., State Farm
Insurance Company, Inde-
pendent Women's Forum,
International Republic
Institute, and the Republi
can Women's Federal Forum.
Also, Member of Board of
Visitors, College of
Business Administration,
University of Iowa, and
Member of Board of
Visitors, Center for Study
of Public Choice, George
Mason University.

Kenneth T. King +#@ Director Retired. Formerly,
4080 North Circulo Chairman of the Board
Manzanillo Tucson, Arizona of The Capitol Life
Age: 73 Insurance Company,
Providence Washington
Insurance Company and
Director of numerous U.S.
subsidiaries thereof;
formerly, Chairman of the
Board of The Providence
Capitol Companies in the
United Kingdom and
Guernsey; Chairman of the
Board of the Symbion
Corporation until 1987.
<PAGE>

Position(s) Held Principal Occupation(s)
Name, Address, and Age With Company During Past Five Years

John W. McIntyre +#@ Director Retired. Formerly,
7 Piedmont Center Vice Chairman of the
100 Suite Board of Directors of
Atlanta, Georgia The Citizens and
Age: 68 Southern Corporation and
Chairman of the Board and
Chief Execu tive Officer
of The Citi zens and
Southern Georgia Corp. and
The Citizens and Southern
National Bank; Trustee of
INVESCO Global Health
Sciences Fund, Gables
Residential Trust,
Employee's Retirement
System of GA, Emory
University, and J.M. Tull
Charitable Foundation;
Director of Kaiser Foun-
dation Health Plans of
Georgia, Inc.

Larry Soll, Ph.D.!** Director Retired. Formerly,
345 Poorman Road Chair man of the Board
Boulder, Colorado (1987 to 1994), Chief
Age: 57 Executive Officer (1982 to
1989 and 1993 to 1994) and
President (1982 to 1989)
of Synergen Inc.; Director
of Synergen since
incorporation in 1982;
Director of Isis
Pharmaceuticals, Inc.;
Trustee of INVESCO Global
Health Sciences Fund.

Glen A. Payne Secretary Senior Vice President,
7800 E. Union Avenue General Counsel and
Denver, Colorado Secretary of INVESCO
Age: 51 Funds Group, Inc.,
Senior Vice President,
Secretary and General
Counsel of INVESCO
Distributors, Inc.,
Secretary, INVESCO
Global Health Sciences
Fund. Formerly,
General Counsel of
INVESCO Trust Company
(1989 to 1998).
Formerly, employee of
a U.S. regulatory
agency, Washington,
D.C. (1973 to 1989).

<PAGE>

Position(s) Held Principal Occupation(s)
Name, Address, and Age With Company During Past Five Years

Ronald L. Grooms Chief Accounting Senior Vice President
7800 E. Union Avenue Officer, Chief Finan and Treasurer of
Denver, Colorado cial Officer and INVESCO Funds Group,
Age: 52 Treasurer Inc.; Senior Vice
President and Trea-
surer of INVESCO Dis-
tributors, Inc.;
Treasurer, Principal
Financial and
Accounting Officer of
INVESCO Global Health
Sciences Fund;
formerly, Senior Vice
President and
Treasurer of INVESCO
Trust Company (1988 to
1998).

Pamela J. Piro Assistant Treasurer Vice President of
7800 E. Union Avenue INVESCO Funds Group,
Denver, Colorado Inc.; formerly,
Age: 38 Assistant Vice
President (1996 to
1997), Director -
Portfolio Accounting
(1994 to 1996),
Portfolio Accounting
Manager (1993 to 1994)
and Assistant
Accounting Manager
(1990 to 1993).

Alan I. Watson Assistant Secretary Vice President of
7800 E.Union Avenue INVESCO Funds Group,
Denver, Colorado Inc.; formerly, Trust
Age: 57 Officer of INVESCO
Trust Company.

Judy P. Wiese Assistant Secretary Vice President of
7800 E. Union Avenue INVESCO Funds Group,
Denver, Colorado Inc.; formerly, Trust
Age: 51 Officer of INVESCO
Trust Company;
formerly, Assistant
Treasurer of INVESCO
Funds Group, Inc.
(1984 to 1999).

# Member of the audit committee of the Company.

+ Member of the executive committee of the Company. On occasion, the executive
committee acts upon the current and ordinary business of the Company between
meetings of the board of directors. Except for certain powers which, under
applicable law, may only be exercised by the full board of directors, the
executive committee may exercise all powers and authority of the board of
directors in the management of the business of the Company. All decisions are
subsequently submitted for ratification by the board of directors.
<PAGE>
* These directors are "interested persons" of the Company as defined in the
1940 Act.

**Member of the management liaison committee of the Company.

@ Member of the soft dollar brokerage committee of the Company.

! Member of the derivatives committee of the Company.

The following table shows the compensation paid by the Company to its
Independent Directors for services rendered in their capacities as directors of
the Company; the benefits accrued as Company expenses with respect to the
Defined Benefit Deferred Compensation Plan discussed below; and the estimated
annual benefits to be received by these directors upon retirement as a result of
their service to the Company, all for the fiscal year ended December 31, 1998.

In addition, the table sets forth the total compensation paid by all of the
INVESCO Funds and INVESCO Global Health Sciences Fund (collectively, the
"INVESCO Complex") to these direc-tors for services rendered in their capacities
as directors or trustees during the year ended December 31, 1998. As of December
31, 1998, there were 16 funds in the INVESCO Complex.

<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------

Name of Person Aggregate Benefits Estimated Total
and Position Compensation Accrued As Annual Compensation
From Company(1) Part of Benefits Upon From INVESCO
Company Retirement(3) Complex Paid To
Expenses(2) Directors(6)

- -------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Fred A. Deering, $8,748 $386 $261 $103,700
Vice Chairman
of the Board
- -------------------------------------------------------------------------------------------
Victor L. Andrews 8,714 369 287 80,350
- -------------------------------------------------------------------------------------------
Bob R. Baker 8,738 330 385 84,000
- -------------------------------------------------------------------------------------------
Lawrence H. Budner 8,708 369 287 79,350
- -------------------------------------------------------------------------------------------
Daniel D. Chabris(4) 6,437 377 236 70,000
- -------------------------------------------------------------------------------------------
Wendy Gramm 8,705 0 0 79,000
- -------------------------------------------------------------------------------------------
Kenneth T. King 8,697 394 236 77,050
- -------------------------------------------------------------------------------------------
John W. McIntyre 8,709 0 0 98,500
- -------------------------------------------------------------------------------------------
Larry Soll 8,699 0 0 96,000
- -------------------------------------------------------------------------------------------
Total 76,155 2,225 1,692 767,950
- -------------------------------------------------------------------------------------------
% of Net Assets 0.0505%(5) 0.0015%(5) 0.0035%(6)
- -------------------------------------------------------------------------------------------
</TABLE>

(1) The vice chairman of the board, the chairmen of the Funds' committees who
are Independent Directors and the members of the Funds' committees who are
Independent Directors, each receive compensation for serving in such capacities
in addition to the compensation paid to all Independent Directors.

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

<PAGE>

(3) These amounts represent the Company's share of the estimated annual benefits
payable by the INVESCO Funds 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 further assume that the
basic retainer payable to the directors will be adjusted periodically for
inflation, for increases in the number of funds in the INVESCO Funds, and for
other reasons during the period in which retirement benefits are accrued on
behalf of the respective directors. This results in lower estimated benefits for
directors who are closer to retirement and higher estimated benefits for
directors who are further from retirement. With the exception of Drs. Soll and
Gramm, each of these directors has served as a director/trustee of one or more
of the funds in 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 of the Company on September 30, 1998.

(5) Totals as a percentage of the Company's net assets as of December 31, 1998.

(6) Total as a percentage of the net assets of the INVESCO Complex as of
December 31, 1998.

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

The boards of directors/trustees of the mutual funds in the INVESCO Funds have
adopted a Defined Benefit Deferred Compensation Plan (the "Plan") for the
Independent Directors and Trustees of the funds. Under this Plan, each director
or trustee who is not an interested person of the funds (as defined in 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 a
director (normally, at the retirement age of 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/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 "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/her or to
his/her beneficiary or estate. If a Qualified Director becomes disabled or dies
either prior to age 72 or during his/her 74th year while still a director of the
funds, the director will not be entitled to receive the First Year Retirement
Benefit; however, the Reduced Benefit Payments will be made to his/her
beneficiary or estate. The Plan is administered by a committee of three
directors who are also participants in the Plan and one director who is not a
Plan participant. The cost of the Plan will be allocated among the INVESCO Funds
in a manner determined to be fair and equitable by the committee. The Company
began making payments under the Plan to Mr. Chabris as of October 1, 1998. 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. Certain of the deferred amounts have been invested in the shares of all
of the INVESCO Funds. Each Independent Director is, therefore, an indirect owner
of shares of all of the INVESCO Funds, in addition to any Fund shares the
Independent Director may own either directly or beneficially.

<PAGE>
CONTROL PERSONS AND PRINCIPAL SHAREHOLDER

As of March 31, 1999, the following persons owned more than 5% of the
outstanding shares of the Funds indicated below. This level of share ownership
is considered to be a "principal shareholder" relationship with a Fund under the
1940 Act. Shares that are owned "of record" are held in the name of the person
indicated. Shares that are owned "beneficially" are held in another name, but
the owner has the full economic benefit of ownership of those shares:

Blue Chip Growth Fund
- ----------------------------------------------------------------------------
Name and Address Basis of Ownership Percentage Owned
(Record/Beneficial)
============================================================================

INVESCO Funds Group, Inc. Record 99.76%
Attn. Sheila Wendland
P.O. Box 173706
Denver, CO 80217-3706

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

Dynamics Fund
- ----------------------------------------------------------------------------
Name and Address Basis of Ownership Percentage Owned
(Record/Beneficial)
============================================================================

INVESCO Funds Group, Inc. Record 99.70%
Attn. Sheila Wendland
P.O. Box 173706
Denver, CO 80217-3706

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

Equity Income Fund
- ----------------------------------------------------------------------------
Name and Address Basis of Ownership Percentage Owned
(Record/Beneficial)
============================================================================

Great-West Life & Annuity Record 41.90%
Unit Valuations 2T2
8515 E. Orchard Road
Englewood, CO 80111-5002
- ----------------------------------------------------------------------------
Security Life Record 17.01%
Separate Account L1
Attn. Chris Smythe
Unit Valuations 2T2
8515 E. Orchard Road
Englewood, CO 80111-5002
- ----------------------------------------------------------------------------
Security Life Record 13.93%
Separate Account A1
Attn. Chris Smythe
Unit Valuations 2T2
8515 E. Orchard Road
Englewood, CO 80111-5002
- ----------------------------------------------------------------------------
Separate Account VA5 of Record 7.01%
Transamerica Occidental
Life Insurance Company
Attn. Variable Annuity Dept.
P.O. Box 33849
Charlotte, NC 28233-3849
- ----------------------------------------------------------------------------
Annuity Investors Life
Insurance Company Record 5.55%
250 East Fifth Street
Cincinnati, OH 45202-4119
- ----------------------------------------------------------------------------

<PAGE>
Health Sciences Fund
- ----------------------------------------------------------------------------
Name and Address Basis of Ownership Percentage Owned
(Record/Beneficial)
============================================================================

Fortis Benefits Insurance Co. Record 81.32%
Attn. Brian Perkins
P.O. Box 64284
St. Paul, MN 55164-0284
- ----------------------------------------------------------------------------
INVESCO Funds Group, Inc. Record 13.31%
Attn. Sheila Wendland
P.O. Box 173706
Denver, CO 80217-3706
- ----------------------------------------------------------------------------
First Fortis Life Insurance
Co. NY Record 5.33%
Separate Account A
PO Box 64284
St. Paul, MN 55164-0284
- ----------------------------------------------------------------------------

High Yield Fund
- ----------------------------------------------------------------------------
Name and Address Basis of Ownership Percentage Owned
(Record/Beneficial)
============================================================================

Great-West Life & Annuity Record 51.54%
Unit Valuations 2T2
8515 E. Orchard Road
Englewood, CO 80111-5002
- ----------------------------------------------------------------------------
Security Life Record 19.29%
Separate Account L1
Attn. Chris Smythe
Unit Valuations 2T2
8515 E. Orchard Road
Englewood, Co 80111-5002
- ----------------------------------------------------------------------------
Security Life Record 13.69%
Separate Account A1
Attn. Chris Smythe
Unit Valuations 2T2
8515 E. Orchard Road
Englewood, Co 80111-5002
- ----------------------------------------------------------------------------
Conseco Variable Insurance Co. Record 5.29%
Attn. Separate Accounts C1B
11825 North Pennsylvania Street
Carmel, IN 46032-4555
- ----------------------------------------------------------------------------

<PAGE>
Realty Fund
- ----------------------------------------------------------------------------
Name and Address Basis of Ownership Percentage Owned
(Record/Beneficial)
============================================================================

Safeco Mutual Funds Record 61.21%
Attn. Steve Ballagh
P.O. Box 34890
Seattle, WA 98124-1890
- ----------------------------------------------------------------------------
INVESCO Funds Group, Inc. Record 38.63%
Attn. Sheila Wendland
P.O. Box 173706
Denver, CO 80217-3706
- ----------------------------------------------------------------------------

Small Company Growth Fund
- ----------------------------------------------------------------------------
Name and Address Basis of Ownership Percentage Owned
(Record/Beneficial)
============================================================================

Security Life Record 82.31%
Separate Account L1
Attn. Chris Smythe
Unit Valuations 2T2
8515 E. Orchard Road
Englewood, CO 80111-5002
- ----------------------------------------------------------------------------
INVESCO Funds Group, Inc. Record 17.63%
Attn. Sheila Wendland
P.O. Box 173706
Denver, CO 80217-3706
- ----------------------------------------------------------------------------

Technology Fund
- ----------------------------------------------------------------------------
Name and Address Basis of Ownership Percentage Owned
(Record/Beneficial)
============================================================================

Fortis Benefits Insurance Co. Record 83.75%
Attn. Brian Perkins
P.O. Box 64284
St. Paul, MN 55164-0284
- ----------------------------------------------------------------------------
INVESCO Funds Group, Inc. Record 13.59%
Attn. Sheila Wendland
P.O. Box 173706
Denver, CO 80217-3706
- ----------------------------------------------------------------------------

Total Return Fund
- ----------------------------------------------------------------------------
Name and Address Basis of Ownership Percentage Owned
(Record/Beneficial)
============================================================================

Great-West Life & Annuity Record 47.33%
Unit Valuations 2T2
8515 E. Orchard Road
Englewood, CO 80111-5002
- ----------------------------------------------------------------------------
Security Life Record 24.49%
Separate Account L1
Attn. Chris Smythe
Unit Valuations 2T2
8515 E. Orchard Road
Englewood, CO 80111-5002
- ----------------------------------------------------------------------------

<PAGE>
- ----------------------------------------------------------------------------
Name and Address Basis of Ownership Percentage Owned
(Record/Beneficial)
============================================================================

Security Life Record 15.64%
Separate Account A1
Attn. Chris Smythe
Unit Valuations 2T2
8515 E. Orchard Road
Englewood, CO 80111-5002
- ----------------------------------------------------------------------------
Annuity Investors Life Record 6.34%
Insurance Company
250 East Fifth Street
Cincinnati, OH 45202-4119
- ----------------------------------------------------------------------------

Utilities Fund
- ----------------------------------------------------------------------------
Name and Address Basis of Ownership Percentage Owned
(Record/Beneficial)
============================================================================

Security Life Record 56.30%
Separate Account A1
Attn. Chris Smythe
Unit Valuations 2T2
8515 E. Orchard Road
Englewood, CO 80111-5002
- ----------------------------------------------------------------------------
Security Life Record 33.70%
Separate Account L1
Attn. Chris Smythe
Unit Valuations 2T2
8515 E. Orchard Road
Englewood, CO 80111-5002
- ----------------------------------------------------------------------------
Southland Life Insurance Co.
Southland Separate Account A1 Record 5.85%
Attn. Dir Mkt Support Services
5780 Powers Ferry Road
Atlanta, GA 30327-4349
- ----------------------------------------------------------------------------

As of March 31, 1999, officers and directors of the Company, as a group,
beneficially owned less than 1% of any Fund's outstanding shares.

DISTRIBUTOR

INVESCO Distributors, Inc. ("IDI"), a wholly-owned subsidiary of INVESCO, is the
distributor of the Funds. IDI receives no compensation and bears all expenses,
including the cost of printing and distributing prospectuses, incident to
marketing of the Funds' shares.

OTHER SERVICE PROVIDERS

INDEPENDENT ACCOUNTANTS

PricewaterhouseCoopers LLP, 950 Seventeenth Street, Suite 2500, Denver,
Colorado, are the independent accountants of the Company. The independent
accountants are responsible for auditing the financial statements of the Funds.

<PAGE>
CUSTODIAN

State Street Bank and Trust Company, P.O. Box 351, Boston, Massachusetts, is the
custodian of the cash and investment securities of the Company. The custodian is
also responsible for, among other things, receipt and delivery of each Fund's
investment securities in accordance with procedures and conditions specified in
the custody agreement with the Company. The custodian is authorized to establish
separate accounts in foreign countries and to cause foreign securities owned by
the Funds to be held outside the United States in branches of U.S. banks and, to
the extent permitted by applicable regulations, in certain foreign banks and
securities depositories.

TRANSFER AGENT

INVESCO Funds Group, Inc., 7800 E. Union Avenue, Denver, Colorado is the
Company's transfer agent, registrar, and dividend disbursing agent. Services
provided by INVESCO include the issuance, cancellation and transfer of shares of
the Funds, and the maintenance of records regarding the ownership of such
shares.

LEGAL COUNSEL

The firm of Kirkpatrick & Lockhart LLP, 1800 Massachusetts Avenue, N.W., 2nd
Floor, Washington, D.C., is legal counsel for the Company. The firm of Moye,
Giles, O'Keefe, Vermeire & Gorrell, 1225 17th Street, Suite 2900, Denver,
Colorado, acts as special counsel to the Company.

BROKERAGE ALLOCATION AND OTHER PRACTICES

As the investment adviser to the Funds, INVESCO places orders for the purchase
and sale of securities with broker-dealers based upon an evaluation of the
financial responsibility of the broker-dealers and the ability of the
broker-dealers to effect transactions at the best available prices.

While INVESCO seeks reasonably competitive commission rates, the Funds do not
necessarily pay the lowest commission or spread available. INVESCO is permitted
to, and does, consider qualitative factors in addition to price in the selection
of brokers. Among other things, INVESCO considers the quality of executions
obtained on a Fund's portfolio transactions, viewed in terms of the size of
transactions, prevailing market conditions in the security purchased or sold,
and general economic and market conditions. INVESCO has found that a broker's
consistent ability to execute transactions is at least as important as the price
the broker charges for those services.

In seeking to ensure that the commissions charged a Fund are consistent with
prevailing and reasonable commissions, INVESCO monitors brokerage industry
practices and commissions charged by broker-dealers on transactions effected for
other institutional investors like the Funds.

Consistent with the standard of seeking to obtain favorable execution on
portfolio transactions, INVESCO may select brokers that provide research
services to INVESCO and the Company, as well as other INVESCO mutual funds and
other accounts managed by INVESCO. Research services include statistical and
analytical reports relating to issuers, industries, securities and economic
factors and trends, which may be of assistance or value to INVESCO in making
informed investment decisions. Research services prepared and furnished by
brokers through which a Fund effects securities transactions may be used by
INVESCO in servicing all of its accounts and not all such services may be used
by INVESCO in connection with a particular Fund. Conversely, a Fund receives
benefits of research acquired through the brokerage transactions of other
clients of INVESCO.

In order to obtain reliable trade execution and research services, INVESCO may
utilize brokers that charge higher commissions than other brokers would charge
for the same transaction. This practice is known as "paying up." However, even
when paying up, INVESCO is obligated to obtain favorable execution of a Fund's
transactions.

<PAGE>
Portfolio transactions also may be effected through brokers and dealers that
recommend the Funds to their clients, or that act as agent in the purchase of a
Fund's shares for their clients. When a number of brokers and dealers can
provide comparable best price and execution on a particular transaction, INVESCO
may consider the sale of a Fund's shares by a broker or dealer in selecting
among qualified broker-dealers.

The aggregate dollar amount of brokerage commissions paid by each Fund for the
fiscal years ended December 31, 1998, 1997 and 1996 were:

Name of Fund 1998 1997 1996
- ------------ ---- ---- ----

Blue Chip Growth Fund $ 1,746 $ 267 N/A

Dynamics Fund 574 335 N/A

Equity Income Fund 278,819 239,249 151,867

Health Sciences Fund 5,650 563 N/A

High Yield Fund 178,000 143,282 $ 114,443

Realty Fund 179 N/A N/A

Small Company Growth Fund 4,907 712 N/A

Technology Fund 14,920 5,012 N/A

Total Return Fund 484 6,797 7,686

Utilities Fund 9,136 13,372 9,953

For the fiscal year ended December 31, 1998, brokers providing research services
received $83,245 in commissions on portfolio transactions effected for the
Funds. The aggregate dollar amount of such portfolio transactions was
$51,987,166. Commissions totaling $78 were allocated to certain brokers in
recognition of their sales of shares of the Funds on portfolio transactions of
the Funds effected during the fiscal year ended December 31, 1998.

At December 31, 1998, each Fund held debt and/or equity securities of its
regular brokers or dealers, or their parents, as follows:

- ---------------------------------------------------------------------
Fund Broker or Dealer Value of Securities
at December 31, 1998
======================================================================
Blue Chip Growth State Street Capital $3,000
Markets
- ---------------------------------------------------------------------
Dynamics State Street Capital $3,000
Markets
- ---------------------------------------------------------------------
Equity Income State Street Capital $3,159,000
markets
Chase Securities $653,000
- ---------------------------------------------------------------------
Health Sciences State Street Capital $337,000
Markets
- ---------------------------------------------------------------------
High Yield State Street Capital $1,883,000
Markets
- ---------------------------------------------------------------------
Realty N/A N/A
- ---------------------------------------------------------------------
Small Company Growth State Street Capital $216,000
Markets
- ---------------------------------------------------------------------
<PAGE>
- ---------------------------------------------------------------------
Fund Broker or Dealer Value of Securities
at December 31, 1998
======================================================================
Technology State Street Capital $206,000
Markets
- ---------------------------------------------------------------------
Total Return State Street Capital $3,474,000
Markets
Morgan Stanley & Co., $223,000
Inc.
NationsBanc/Montgomery $105,000
Securities
- ---------------------------------------------------------------------
Utilities State Street Capital $857,000
Markets
- ---------------------------------------------------------------------

Neither INVESCO nor any affiliate of INVESCO receives any brokerage commissions
on portfolio transactions effected on behalf of the Funds, and there is no
affiliation between INVESCO or any person affiliated with INVESCO or the Funds
and any broker or dealer that executes transactions for the Funds.

CAPITAL STOCK

The Company is authorized to issue up to one billion shares of common stock with
a par value of $0.01 per share. As of March 31, 1999, the following shares of
each Fund were outstanding:

Blue Chip Growth Fund 25,600
Dynamics Fund 25,363
Equity Income Fund 3,473,477
Health Sciences Fund 188,263
High Yield Fund 3,978,373
Realty Fund 66,219
Small Company Growth Fund 141,268
Technology Fund 156,773
Total Return Fund 2,204,489
Utilities Fund 412,595

All shares of each Fund are of one class with equal rights as to voting,
dividends and liquidation. All shares issued and outstanding are, and all shares
offered hereby, when issued, will be, fully paid and nonassessable. The board of
directors has the authority to designate additional classes of common stock
without seeking the approval of shareholders and may classify and reclassify any
authorized but unissued shares.

Shares have no preemptive rights and are freely transferable on the books of
each Fund.

All shares of the Company have equal voting rights based on one vote for each
share owned. The Company is not generally required, and does not expect, to hold
regular annual meetings of shareholders. However, when requested to do so in
writing by the holders of 10% or more of the outstanding shares of the Company
or as may be required by applicable law or the Company's Articles of
Incorporation, the board of directors will call special meetings of
shareholders.

Directors may be removed by action of the holders of a majority of the
outstanding shares of the Company. The Funds will assist shareholders in
communicating with other shareholders as required by the Investment Company Act
of 1940.

Fund shares have noncumulative voting rights, which means that the holders of a
majority of the shares of the Company voting for the election of directors of
the Company can elect 100% of the directors if they choose to do so. If that
occurs, the holders of the remaining shares voting for the election of directors
will not be able to elect any person or persons to the board of directors.
Directors may be removed by action of the holders of a majority of the
outstanding shares of the Company.

<PAGE>
TAX CONSEQUENCES OF OWNING SHARES OF THE FUND

Each Fund intends to continue to conduct its business and satisfy the applicable
diversification of assets, distribution and source of income requirements to
qualify as a regulated investment company under Subchapter M of the Internal
Revenue Code of 1986, as amended. Each Fund qualified as a regulated investment
company in the fiscal year ended December 31, 1998, and intends to continue to
qualify during its current fiscal year. It is the policy of each Fund to
distribute all investment company taxable income and net capital gains. As a
result of this policy and the Funds' qualification as regulated investment
companies, it is anticipated that none of the Funds will pay federal income or
excise taxes and that all of the Funds will be accorded conduit or "pass
through" treatment for federal income tax purposes. Therefore, any taxes that a
Fund would ordinarily owe are paid by its shareholders on a pro-rata basis. If a
Fund does not distribute all of its net investment income or net capital gains,
it will be subject to income tax on the amount that is not distributed. If a
Fund does not qualify as a regulated investment company, it will be subject to
corporate tax on its net investment income and net capital gains at the
corporate tax rates.

If it invests in foreign securities, a Fund may be subject to the withholding of
foreign taxes on dividends or interest it receives on foreign securities.
Foreign taxes withheld will be treated as an expense of the Fund unless the Fund
meets the qualifications and makes the election to enable it to pass these taxes
through to shareholders for use by them as a foreign tax credit or deduction.
Tax conventions between certain countries and the United States may reduce or
eliminate such taxes.

A Fund may invest in the stock of "passive foreign investment companies"
("PFICs"). A PFIC is a foreign corporation that, in general, meets either of the
following tests: (1) at least 75% of its gross income is passive or (2) an
average value of at least 50% of its assets produce, or are held for the
production of, passive income. Each Fund intends to "mark to market" its stock
in any PFIC. In this context, "marking to market" means including in ordinary
income for each taxable year the excess, if any, of the fair market value of the
PFIC stock over the Fund's adjusted basis in the PFIC stock as of the end of the
year. In certain circumstances, a Fund will also be allowed to deduct from
ordinary income the excess, if any, of its adjusted basis in PFIC stock over the
fair market value of the PFIC stock as of the end of the year. The deduction
will only be allowed to the extent of any PFIC mark-to-market gains recognized
as ordinary income in prior years (for tax years beginning after December 31,
1997). A Fund's adjusted tax basis in each PFIC stock for which it makes this
election will be adjusted to reflect the amount of income included or deduction
taken under the election.

Gains or losses (1) from the disposition of foreign currencies, (2) from the
disposition of debt securities denominated in foreign currencies that are
attributable to fluctuations in the value of the foreign currency between the
date of acquisition of each security and the date of disposition, and (3) that
are attributable to fluctuations in exchange rates that occur between the time a
Fund accrues interest, dividends or other receivables or accrues expenses or
other liabilities denominated in a foreign currency and the time the Fund
actually collects the receivables or pays the liabilities, generally will be
treated as ordinary income or loss. These gains or losses may increase or
decrease the amount of a Fund's investment company taxable income to be
distributed to its shareholders.

You should consult your contract prospectus and your own tax adviser regarding
specific questions about federal, state and local tax issues relating to your
contract.
<PAGE>

PERFORMANCE

THE FUNDS' TOTAL RETURNS DO NOT REFLECT FEES AND EXPENSES APPLICABLE TO YOUR
VARIABLE ANNUITY OR VARIABLE LIFE INSURANCE CONTRACT. If those fees and expenses
were reflected, the returns would be lower. Consult your contract prospectus for
the amounts of those contract fees and charges. To keep shareholders and
potential investors informed, INVESCO will occasionally advertise the Funds'
total return for one-, five-, and ten-year periods (or since inception). Total
return figures show the rate of return on a $10,000 investment in a Fund,
assuming reinvestment of all dividends and capital gain distributions for the
periods cited.

Cumulative total return shows the actual rate of return on an investment for the
period cited; average annual total return represents the average annual
percentage change in the value of an investment. Both cumulative and average
annual total returns tend to "smooth out" fluctuations in a Fund's investment
results, because they do not show the interim variations in performance over the
periods cited. More information about the Funds' recent and historical
performance is contained in the Company's Annual Report to Shareholders. You can
get a free copy by calling or writing to INVESCO using the phone number or
address on the back cover of the Funds' Prospectus.

When we quote mutual fund rankings published by Lipper, Inc., we may compare a
Fund to others in its appropriate Lipper category, as well as the broad-based
Lipper general fund groupings. These rankings allow you to compare a Fund to its
peers. Other independent financial media also produce performance- or
service-related comparisons, which you may see in our promotional materials.

Performance figures are based on historical earnings and are not intended to
suggest future performance.

<PAGE>

Average annual total return performance for the one-, five-, and since inception
periods ended December 31, 1998, was:

<TABLE>
<CAPTION>
Name of Fund 1 Year 5 Year Since Inception*
<S> <C> <C> <C>
Blue Chip Growth Fund 38.99% N/A 33.98%*
Dynamics Fund 19.35% N/A 16.81%*
Equity Income Fund 15.30% N/A 21.63%*
Health Sciences Fund 42.85% N/A 32.62%*
High Yield Fund 1.42% N/A 11.82%*
Realty Fund (15.88%) N/A (20.51%)*
Small Company Growth Fund 16.38% N/A 11.11%*
Technology Fund 25.69% N/A 25.46%*
Total Return Fund 9.56% N/A 14.87%*
Utilities Fund 25.48% N/A 17.50%*
</TABLE>

*Inception dates were as follows:
Blue Chip Growth August 25, 1997
Dynamics August 25, 1997
Equity Income August 10, 1994
Health Sciences May 22, 1997
High Yield May 27, 1994
Realty April 1, 1998
Small Company Growth August 25, 1997
Technology May 21, 1997
Total Return June 2, 1994
Utilities January 3, 1995

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

P(1 + T)(n) = ERV

where: P = a hypothetical initial payment of $10,000
T = average annual total return
n = number of years
ERV = ending redeemable value of initial payment

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

In conjunction with performance reports, comparative data between a Fund's
performance for a given period and other types of investment vehicles, including
certificates of deposit, may be provided to prospective investors and
shareholders.
<PAGE>
In conjunction with performance reports and/or analyses of shareholder services
for a Fund, comparative data between that Fund's performance for a given period
and recognized indices of investment results for the same period, and/or
assessments of the quality of shareholder service, may be provided to
shareholders. Such indices include indices provided by Dow Jones & Company,
Standard & Poor's, Lipper, Inc., Lehman Brothers, National Association of
Securities Dealers Automated Quotations, Frank Russell Company, Value Line
Investment Survey, the American Stock Exchange, Morgan Stanley Capital
International, Wilshire Associates, the Financial Times Stock Exchange, the New
York Stock Exchange, the Nikkei Stock Average and Deutcher Aktienindex, all of
which are unmanaged market indicators. In addition, rankings, ratings, and
comparisons of investment performance and/or assessments of the quality of
shareholder service made by independent sources may be used in advertisements,
sales literature or shareholder reports, including reprints of, or selections
from, editorials or articles about the Fund. These sources utilize information
compiled (i) internally; (ii) by Lipper Analytical Services, Inc.; or (iii) by
other recognized analytical services. The Lipper Analytical Services, Inc.
mutual fund rankings and comparisons which may be used by the Fund in
performance reports will be drawn from the following mutual fund groupings, in
addition to the broad-based Lipper general fund groupings:

Lipper Mutual
Fund Fund Category
---- -------------
Blue Chip Growth Growth
Dynamics Capital Appreciation
Equity Income Equity Income
Health Sciences Health Biotechnology
High Yield High Current Yield
Realty Real Estate
Small Company Growth Small Company Growth
Technology Science and Technology
Total Return Flexible Portfolio
Utilities Utility

Sources for Fund performance information and articles about the Funds include,
but are not limited to, the following:

American Association of Individual Investors' Journal
Banxquote
Barron's
Business Week
CDA Investment Technologies
CNBC
CNN
Consumer Digest
Financial Times
Financial World
Forbes
Fortune
Ibbotson Associates, Inc.
Institutional Investor
Investment Company Data, Inc.
Investor's Business Daily
Kiplinger's Personal Finance
Lipper Analytical Services, Inc.'s Mutual Fund
Performance Analysis
Money
Morningstar
Mutual Fund Forecaster
No-Load Analyst
No-Load Fund X
Personal Investor
Smart Money
The New York Times
The No-Load Fund Investor
U.S. News and World Report
United Mutual Fund Selector
USA Today
The Wall Street Journal
Wiesenberger Investment Companies Services
Working Woman
Worth
<PAGE>

Financial Statements

The financial statements for the Company for the fiscal year ended December 31,
1998, are incorporated herein by reference from the Company's Annual Report to
Shareholders dated December 31, 1998.

<PAGE>
APPENDIX A

DESCRIPTION OF FUTURES, OPTIONS AND FORWARD CONTRACTS

OPTIONS ON SECURITIES

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

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

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

An option position in an exchange-traded option may be closed out only on an
exchange which provides a secondary market for an option of the same series.
Although the Fund will generally purchase or write only those options for which
there appears to be an active secondary market, there is no assurance that a
liquid secondary market on an exchange will exist for any particular option at
any particular time. In such event it might not be possible to effect closing
transactions in a particular option with the result that the Fund would have to
exercise the option in order to realize any profit. This would result in the
Fund incurring brokerage commissions upon the disposition of underlying
securities acquired through the exercise of a call option or upon the purchase
of underlying securities upon the exercise of a put option. If the Fund as
covered call option writer is unable to effect a closing purchase transaction in
a secondary market, unless the Fund is required to deliver the securities
pursuant to the assignment of an exercise notice, it will not be able to sell
the underlying security until the option expires.

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

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

FUTURES CONTRACTS

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

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

A Futures Contract may be purchased or sold only on an exchange, known as a
"contract market," designated by the Commodity Futures Trading Commission for
the trading of such contract, and only through a registered futures commission
merchant which is a member of such contract market. A commission must be paid on
each completed purchase and sale transaction. The contract market clearing house
guarantees the performance of each party to a Futures Contract, by in effect
taking the opposite side of such Contract. At any time prior to the expiration
of a Futures Contract, a trader may elect to close out its position by taking an
opposite position on the contract market on which the position was entered into,
subject to the availability of a secondary market, which will operate to
terminate the initial position. At that time, a final determination of variation
margin is made and any loss experienced by the trader is required to be paid to
the contract market clearing house while any profit due to the trader must be
delivered to it.
<PAGE>
Interest rate futures contracts currently are traded on a variety of fixed
income securities, including long-term U.S. Treasury Bonds, Treasury Notes,
Government National Mortgage Association modified pass-through mortgage-backed
securities, U.S. Treasury Bills, bank certificates of deposit and commercial
paper. In addition, interest rate futures contracts include contracts on indices
of municipal securities. Foreign currency futures contracts currently are traded
on the British pound, Canadian dollar, Japanese yen, Swiss franc, West German
mark and on Eurodollar deposits.

OPTIONS ON FUTURES CONTRACTS

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

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

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

APPENDIX B
BOND RATINGS

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

Moody's Corporate Bond Ratings

Aaa - Bonds rated Aaa are judged to be of the best quality. They carry the
smallest degree of investment risk and are generally referred to as
"gilt-edged." Interest payments are protected by a large or by an exceptionally
stable margin, and principal is secure. While the various protective elements
are likely to change, such changes as can be visualized are most unlikely to
impair the fundamentally strong position of such issues.

Aa - Bonds rated Aa are judged to be of high quality by all standards. Together
with the Aaa group, they comprise what are generally known as high grade bonds.
They are rated lower than the best bonds because margins of protection may not
be as large as in Aaa securities or fluctuation of protective elements may be of
greater amplitude or there may be other elements present which make the long
term risk appear somewhat larger than in Aaa securities.

A - Bonds rated A possess many favorable investment attributes, and are to be
considered as upper medium grade obligations. Factors giving security to
principal and interest are considered adequate but elements may be present which
suggest a susceptibility to impairment sometime in the future.

Baa - Bonds rated Baa are considered as medium grade obligations, i.e., they are
neither highly protected nor poorly secured. Interest payments and principal
security appear adequate for the present but certain protective elements may be
lacking or may be characteristically unreliable over any great length of time.
Such bonds lack outstanding investment characteristics and in fact have
speculative characteristics as well.

Ba - Bonds rated Ba are judged to have speculative elements. Their future cannot
be considered as well assured. Often the protection of interest and principal
payments may be very moderate and thereby not well safeguarded during both good
and bad times over the future. Uncertainty of position characterizes bonds in
this class.

B - Bonds rated B generally lack characteristics of the desirable investment.
Assurance of interest and principal payments or maintenance of other terms of
the contract over any longer period of time may be small.

Caa - Bonds rated Caa are of poor standing. Such issues may be in default or
there may be present elements of danger with respect to principal or interest.
<PAGE>
S&P Corporate Bond Ratings

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

AA - Bonds rated AA also qualify as high-quality debt obligations. Capacity to
pay principal and interest is very strong, and in the majority of instances they
differ from AAA issues only in small degree.

A - Bonds rated A have a strong capacity to pay principal and interest, although
they are somewhat more susceptible to the adverse effects of changes in
circumstances and economic conditions than bonds in higher rated categories.

BBB - Bonds rated BBB are regarded as having an adequate capability to pay
principal and interest. Whereas they normally exhibit adequate protection
parameters, adverse economic conditions or changing circumstances are more
likely to lead to a weakened capacity to pay principal and interest for bonds in
this category than for bonds in higher rated categories.

BB - Bonds rated BB have less near-term vulnerability to default than other
speculative issues. However, they face major ongoing uncertainties or exposure
to adverse business, financial, or economic conditions which could lead to
inadequate capacity to meet timely interest and principal payments.

B - Bonds rated B have a greater vulnerability to default but currently have the
capacity to meet interest payments and principal repayments. Adverse business,
financial, or economic conditions will likely impair capacity or willingness to
pay interest and repay principal.

CCC - Bonds rated CCC have a currently identifiable vulnerability to default and
are dependent upon favorable business, financial, and economic conditions to
meet timely payment of interest and repayment of principal. In the event of
adverse business, financial, or economic conditions, they are not likely to have
the capacity to pay interest and repay principal.

<PAGE>

PART C. OTHER INFORMATION

ITEM 23. EXHIBITS

(a) (1) Articles of Incorporation filed August 19, 1993.(2)

(2) Articles of Amendment of the Articles of Incorporation
filed October 21, 1993.(2)

(3) Articles Supplementary to Articles of Incorporation filed
October 22, 1993.(2)

(4) Articles Supplementary to Articles of Incorporation
filed February 11, 1997.(2)

(5) Articles Supplementary to Articles of Incorporation dated
January 5, 1998.(5)

(b) Bylaws as of July 21, 1993.(3)

(d) (1) Investment Advisory Agreement between Company and
INVESCO Funds, Group, Inc. dated February 28, 1997.(2)

(i) Amendment to Investment Advisory Agreement
dated May 21, 1997.

(ii) Amendment to Investment Advisory Agreement
dated August 22, 1997.

(iii) Amendment to Investment Advisory
Agreement dated February 6, 1998.

(2) Sub-Advisory Agreement between INVESCO Funds Group,
Inc. and INVESCO Capital Management, Inc. dated
February 28, 1997.(2)

(i) Amendment dated January 1, 1998 to Sub-Advisory
Agreement dated February 28, 1997.

(3) Sub-Advisory Agreement between INVESCO Funds Group,
Inc. and INVESCO Realty Advisors, Inc. dated
February 28, 1997.

(i) Amendment dated January 1, 1998 to Sub-Advisory
Agreement dated February 28, 1997.

(e) (1) General Distribution Agreement between Company and
INVESCO Funds Group, Inc. dated February 28, 1997.(2

(2) General Distribution Agreement between Company and
INVESCO Funds Group, Inc. dated September 30, 1997.(3)

(f) (1) Defined Benefit Deferred Compensation Plan for
Non-InterestedDirectors and Trustees. (2)

(2) Amended Defined Benefit Deferred Compensation Plan for
Non-Interested Directors and Trustees.(6)

(g) (1) Custody Agreement between Company and State Street Bank
and Trust Company dated October 20, 1993.(3)

(2) Amendment to Custody Agreement dated October 25, 1995.(2)

(3) Data Access Services Addendum.(3)

(4) Additional Fund Letter dated November 13, 1997.(5)

(h) (1) Transfer Agency Agreement between Company and INVESCO
Funds Group, Inc. dated February 28, 1997.(2)
<PAGE>
(2) Administrative Services Agreement between Company and
INVESCO Funds Group, Inc. dated February 28, 1997.(2)

(i) Amendment to Administrative Services Agreement
dated July 1, 1998.(6)

(3) Participation Agreement, dated March 22, 1994, among
Registrant, INVESCO Funds Group, Inc., Transamerica Occidental
Life Insurance Company and Charles Schwab & Co., Inc.(4)

(4) Participation Agreement, dated August 26, 1994, among
Registrant, INVESCO Funds Group, Inc. and Security Life of
Denver Insurance Company.(3)

(5) Participation Agreement, dated September 19, 1994
among Registrant, INVESCO Funds Group, Inc. and First ING
Life Insurance Company of New York.(4)

(6) Participation Agreement, dated December 1, 1994, among
Registrant, INVESCO Funds Group, Inc., First Transamerica Life
Insurance Company and Charles Schwab & Co., Inc.(4)

(7) Participation Agreement, dated September 14, 1995,
among Registrant, INVESCO Funds Group, Inc. and Southland
Life Insurance Company.(1)

(8) Participation Agreement, dated October 31, 1995, among
Registrant, INVESCO Funds Group, Inc. and American Partners
Life Insurance Company.(1)

(9) Participation Agreement, dated April 15, 1996, among
Registrant, INVESCO Funds Group, Inc. and Allmerica Financial
Life Insurance and Annuity Company.(2)

(10) Participation Agreement, dated December 4, 1996,
among Registrant, INVESCO Funds Group, Inc. and American
Centurion Life Assurance Company.(3)

(11) Participation Agreement, dated April 15, 1997, among
Registrant, INVESCO Funds Group, Inc. and Prudential
Insurance Company of America.(3)

(12) Participation Agreement, dated May 30, 1997, among
Registrant, INVESCO Funds Group, Inc. and Annuity Investors
Life Insurance Company.(3)

(13) Participation Agreement, dated August 17, 1998,
among Registrant, INVESCO Funds Group, Inc. and Metropolitan
Life Insurance Company.(6)

(14) Participation Agreement, dated October 1, 1998,
among Registrant, INVESCO Funds Group, Inc. and Business
Mens' Assurance Company of America.(6)

(15) Service Agreement dated September 28, 1998, among
Registrant, INVESCO Funds Group, Inc. and Security life of
Denver Insurance Company.(6)

(16) Participation Agreement dated July 8, 1997, among
Registrant, INVESCO Funds Group, Inc., First Great-West Life &
Annuity Insurance Company and Charles Schwab & Co. Inc.(6)

(17) Participation Agreement dated February 8, 1999,
among Registrant, INVESCO Funds Group, Inc., INVESCO
Distributors, Inc. and Nationwide Life Insurance Company
and/or Nationwide Life and Annuity Insurance Company.(6)

(18) Participation Agreement dated June 19, 1996, among
Registrant, INVESCO Funds Group and Great American Reserve
Insurance Company.(6)
<PAGE>
(i) Opinion and consent of counsel as to the legality of the
securities being registered, indicating whether they will, when
sold, be legally issued, fully paid and non-assessable.(3)

(j) Consent of Independent Accountants.

(k) Not applicable.

(l) Not applicable.

(m) Not Applicable.

(n) (1) Financial Data Schedule for the year ended December 31,
1998 for the Blue Chip Growth Fund.

(2) Financial Data Schedule for the year ended December 31,
1998 for the Dynamics Fund.

(3) Financial Data Schedule for the year ended December 31,
1998 for the Health Sciences Fund.

(4) Financial Data Schedule for the year ended December 31,
1998 for the High Yield Fund.

(5) Financial Data Schedule for the year ended December 31,
1998 for the Equity Income Fund.

(6) Financial Data Schedule for the period ended December 31,
1998 for the Realty Fund.

(7) Financial Data Schedule for the year ended December 31,
1998 for the Small Company Growth Fund.

(8) Financial Data Schedule for the year ended December 31,
1998 for the Technology Fund.

(9) Financial Data Schedule for the year ended December 31,
1998 for the Total Return Fund.

(10) Financial Data Schedule for the year ended December 31,
1998 for the Utilities Fund.

(o) Not Applicable

(1) Previously filed on EDGAR with Post-Effective Amendment No. 4 to the
Registration Statement on April 11, 1996, and incorporated by reference herein.

(2) Previously filed on EDGAR with Post-Effective Amendment No. 6 to the
Registration Statement on February 14, 1997, and incorporated by reference
herein.

(3) Previously filed on EDGAR with Post-Effective Amendment No. 7 to the
Registration Statement on November 12, 1997, and incorporated by reference
herein.

(4) Previously filed on EDGAR with Post-Effective Amendment No. 8 to the
Registration Statement on November 24, 1997, and incorporated by reference
herein.

(5) Previously filed on EDGAR with Post-Effective Amendment No. 10 to the
Registration Statement on February 27, 1998, and incorporated by reference
herein.

(6) Previously filed on EDGAR with Post-Effective Amendment No. 13 to the
Registration Statement on February 22, 1999, and incorporated by reference
herein.

ITEM 24. PERSONS CONTROLLED BY OR UNDER COMMON CONTROL WITH THE FUND

No person is presently controlled by or under common control with the Fund.
<PAGE>

ITEM 25. INDEMNIFICATION

Indemnification provisions for officers, directors and employees of Registrant
are set forth in Article X of the Amended Bylaws and Article Seventh (3) of the
Articles of Restatement of the Articles of Incorporation, and are hereby
incorporated by reference. See Item 24(b)(1) and (2) above. Under these
Articles, directors and officers will be indemnified to the fullest extent
permitted to directors by the Maryland General Corporation Law, subject only to
such limitations as may be required by the Investment Company Act of 1940, as
amended, and the rules thereunder. Under the Investment Company Act of 1940,
Fund directors and officers cannot be protected against liability to the Fund or
its shareholders to which they would be subject because of willful misfeasance,
bad faith, gross negligence or reckless disregard of the duties of their office.
The Fund also maintains liability insurance policies covering its directors and
officers.

ITEM 26. BUSINESS AND OTHER CONNECTIONS OF INVESTMENT ADVISER

See "The Fund and Its Management" in the Fund's Prospectus and in the Statement
of Additional Information for information regarding the business of the
investment adviser, INVESCO.

Following are the names and principal occupations of each director and officer
of the investment adviser, INVESCO. Certain of these persons hold positions with
IDI, a subsidiary of INVESCO, and, during the past two fiscal years, have held
positions with Institutional Trust Company d.b.a. INVESCO Trust Company, an
affiliate of INVESCO.

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

Name Position with Principal Occupation and
Adviser Company Affiliation
- --------------------------------------------------------------------------------
Mark H. Williamson Chairman, President & Chief Executive
Director and Officer
Officer INVESCO Funds Group, Inc.
7800 East Union Avenue
Denver, CO 80237
- --------------------------------------------------------------------------------
William J. Galvin, Jr. Officer Senior Vice President
INVESCO Funds Group, Inc.
7800 East Union Avenue
Denver, CO 80237
- --------------------------------------------------------------------------------
Ronald L. Grooms Officer Senior Vice President & Treasurer
INVESCO Funds Group, Inc.
7800 East Union Avenue
Denver, CO 80237
- --------------------------------------------------------------------------------
Richard W. Healey Officer Senior Vice President
INVESCO Funds Group, Inc.
7800 East Union Avenue
Denver, CO 80237
- --------------------------------------------------------------------------------
Charles P. Mayer Officer & Senior Vice President
Director INVESCO Funds Group, Inc.
7800 East Union Avenue
Denver, CO 80237
- --------------------------------------------------------------------------------
Timothy J. Miller Officer Senior Vice President
INVESCO Funds Group, Inc.
7800 East Union Avenue
Denver, CO 80237
- --------------------------------------------------------------------------------
<PAGE>
- --------------------------------------------------------------------------------
Donovan J. (Jerry) Paul Officer Senior Vice President
INVESCO Funds Group, Inc.
7800 East Union Avenue
Denver, CO 80237
- --------------------------------------------------------------------------------
Glen A. Payne Officer Senior Vice President, Secretary
& General Counsel
INVESCO Funds Group, Inc.
7800 East Union Avenue
Denver, CO 80237
- --------------------------------------------------------------------------------
John R. Schroer, II Officer Senior Vice President
INVESCO Funds Group, Inc.
7800 East Union Avenue
Denver, CO 80237
- --------------------------------------------------------------------------------
Marie E. Aro Officer Vice President
INVESCO Funds Group, Inc.
7800 East Union Avenue
Denver, CO 80237
- --------------------------------------------------------------------------------
Ingeborg S. Cosby Officer Vice President
INVESCO Funds Group, Inc.
7800 East Union Avenue
Denver, CO 80237
- --------------------------------------------------------------------------------
Stacie Cowell Officer Vice President
INVESCO Funds Group, Inc.
7800 East Union Avenue
Denver, CO 80237
- --------------------------------------------------------------------------------
Dawn Daggy-Mangerson Officer Vice President
INVESCO Funds Group, Inc.
7800 East Union Avenue
Denver, CO 80237
- --------------------------------------------------------------------------------
Elroy E. Frye, Jr. Officer Vice President
INVESCO Funds Group, Inc.
7800 East Union Avenue
Denver, CO 80237
- --------------------------------------------------------------------------------
Linda J. Gieger Officer Vice President
INVESCO Funds Group, Inc.
7800 East Union Avenue
Denver, CO 80237
- --------------------------------------------------------------------------------
Mark D. Greenberg Officer Vice President
INVESCO Funds Group, Inc.
7800 East Union Avenue
Denver, CO 80237
- --------------------------------------------------------------------------------
Brian B. Hayward Officer Vice President
INVESCO Funds Group, Inc.
7800 East Union Avenue
Denver, CO 80237
- --------------------------------------------------------------------------------
Richard R. Hinderlie Officer Vice President
INVESCO Funds Group, Inc.
7800 East Union Avenue
Denver, CO 80237
- --------------------------------------------------------------------------------
Thomas M. Hurley Officer Vice President
INVESCO Funds Group, Inc.
7800 East Union Avenue
Denver, CO 80237
- --------------------------------------------------------------------------------
Patricia F. Johnston Officer Vice President
INVESCO Funds Group, Inc.
7800 East Union Avenue
Denver, CO 80237
- --------------------------------------------------------------------------------
<PAGE>
- --------------------------------------------------------------------------------
Peter M. Lovell Officer Vice President
INVESCO Funds Group, Inc.
7800 East Union Avenue
Denver, CO 80237
- --------------------------------------------------------------------------------
James F. Lummanick Officer Vice President & Assistant
General Counsel
INVESCO Funds Group, Inc.
7800 East Union Avenue
Denver, CO 80237
- --------------------------------------------------------------------------------
Thomas A. Mantone, Jr. Officer Vice President
INVESCO Funds Group, Inc.
7800 East Union Avenue
Denver, CO 80237
- --------------------------------------------------------------------------------
Trent E. May Officer Vice President
INVESCO Funds Group, Inc.
7800 East Union Avenue
Denver, CO 80237
- --------------------------------------------------------------------------------
Frederick R. (Fritz) Meyer Officer Vice President
INVESCO Funds Group, Inc.
7800 East Union Avenue
Denver, CO 80237
- --------------------------------------------------------------------------------
Stephen A. Moran Officer Vice President
INVESCO Funds Group, Inc.
7800 East Union Avenue
Denver, CO 80237
- -------------------------------------------------------------------------------
Jeffrey G. Morris Officer Vice President
INVESCO Funds Group, Inc.
7800 East Union Avenue
Denver, CO 80237
- --------------------------------------------------------------------------------
Laura M. Parsons Officer Vice President
INVESCO Funds Group, Inc.
7800 East Union Avenue
Denver, CO 80237
- --------------------------------------------------------------------------------
Jon B. Pauley Officer Vice President
INVESCO Funds Group, Inc.
7800 East Union Avenue
Denver, CO 80237
- --------------------------------------------------------------------------------
Pamela J. Piro Officer Vice President
INVESCO Funds Group, Inc.
7800 East Union Avenue
Denver, CO 80237
- --------------------------------------------------------------------------------
Gary L. Rulh Officer Vice President
INVESCO Funds Group, Inc.
7800 East Union Avenue
Denver, CO 80237
- --------------------------------------------------------------------------------
John S. Segner Officer Vice President
INVESCO Funds Group, Inc.
7800 East Union Avenue
Denver, CO 80237
- --------------------------------------------------------------------------------
Terri B. Smith Officer Vice President
INVESCO Funds Group, Inc.
7800 East Union Avenue
Denver, CO 80237
- --------------------------------------------------------------------------------
<PAGE>
- --------------------------------------------------------------------------------
Tane T. Tyler Officer Vice President
INVESCO Funds Group, Inc.
7800 East Union Avenue
Denver, CO 80237
- --------------------------------------------------------------------------------
Thomas R. Wald Officer Vice President
INVESCO Funds Group, Inc.
7800 East Union Avenue
Denver, CO 80237
- --------------------------------------------------------------------------------
Alan I. Watson Officer Vice President
INVESCO Funds Group, Inc.
7800 East Union Avenue
Denver, CO 80237
- --------------------------------------------------------------------------------
Judy P. Wiese Officer Vice President
INVESCO Funds Group, Inc.
7800 East Union Avenue
Denver, CO 80237
- --------------------------------------------------------------------------------
Ronald C. Lively Officer Senior Regional Vice President
INVESCO Funds Group, Inc.
17406 Brown Road
Odessa, FL 33556
- --------------------------------------------------------------------------------
Scott E. Stapley Officer Senior Regional Vice President
INVESCO Funds Group, Inc.
1615 Arch Bay Drive
Newport Beach, CA 92660
- --------------------------------------------------------------------------------
Thomas H. Scanlan Officer Regional Vice President
INVESCO Funds Group, Inc.
12028 Edgepark Court
Potomac, MD 20854
- --------------------------------------------------------------------------------
Reagan A. Shopp Officer Regional Vice President
INVESCO Funds Group, Inc.
7800 East Union Avenue
Denver, CO 80237
- --------------------------------------------------------------------------------
Michael D. Legoski Officer Assistant Vice President
INVESCO Funds Group, Inc.
7800 East Union Avenue
Denver, CO 80237
- --------------------------------------------------------------------------------
Donald R. Paddack Officer Assistant Vice President
INVESCO Funds Group, Inc.
7800 East Union Avenue
Denver, CO 80237
- --------------------------------------------------------------------------------
Kent T. Schmeckpeper Officer Assistant Vice President
Account Relationship Manager
INVESCO Funds Group, Inc.
7800 East Union Avenue
Denver, CO 80237
- --------------------------------------------------------------------------------
Jeraldine E. Kraus Officer Assistant Secretary
INVESCO Funds Group, Inc.
7800 East Union Avenue
Denver, CO 80237
- --------------------------------------------------------------------------------

<PAGE>
ITEM 27. a)
PRINCIPAL UNDERWRITERS

INVESCO Bond Funds, Inc.
INVESCO Combination Stock & Bond Funds, Inc.
INVESCO Diversified Funds, Inc.
INVESCO Equity Income Fund, Inc.
INVESCO Emerging Opportunity Funds, Inc.
INVESCO Growth Funds, Inc.
INVESCO International Funds, Inc.
INVESCO Money Market Funds, Inc.
INVESCO Sector Funds, Inc.
INVESCO Specialty Funds, Inc.
INVESCO Stock Funds, Inc.
INVESCO Tax-Free Income Funds, Inc.
INVESCO Value Trust
INVESCO Variable Investment Funds, Inc.

b)
Positions and
Name and Principal Offices with Offices with
Business Address Underwriter the Company
- ------------------ ------------ -------------
William J. Galvin, Jr. Senior Vice
7800 E. Union Avenue President &
Denver, CO 80237 Asst. Secretary

Ronald L. Grooms Senior Vice Treasurer,
7800 E. Union Avenue President, Chief Fin'l
Denver, CO 80237 Treasurer, & Officer, and
Director Chief Acctg. Off.

Richard W. Healey Senior Vice
7800 E. Union Avenue President &
Denver, CO 80237 Director

Charles P. Mayer Director
7800 E. Union Avenue
Denver, CO 80237

Timothy J. Miller Director
7800 E. Union Avenue
Denver, CO 80237

Glen A. Payne Senior Vice Secretary
7800 E. Union Avenue President,
Denver, CO 80237 Secretary &
General Counsel

Judy P. Wiese Vice President Asst. Secretary
7800 E. Union Avenue & Assistant
Denver, CO 80237 Treasurer

Mark H. Williamson Chairman of the Board, President,
7800 E. Union Avenue President, & Chief CEO & Director
Denver, CO 80237 Executive Officer

c)
Not applicable.

ITEM 28. LOCATION OF ACCOUNTS AND RECORDS
--------------------------------
Mark H. Williamson
7800 E. Union Avenue
Denver, CO 80237

ITEM 29. MANAGEMENT SERVICES
-------------------
Not applicable.

ITEM 30. UNDERTAKINGS
------------
Not applicable.
<PAGE>

Pursuant to the requirements of the Securities Act of 1933 and the Investment
Company Act of 1940, the Fund has duly caused this post-effective amendment to
be signed on its behalf by the undersigned, thereunto duly authorized, in the
City of Denver, County of Denver, and State of Colorado, on the 30th day of
April, 1999.

INVESCO Variable Investment Funds, Inc.

/s/ Mark H. Williamson
Attest: ------------------------------
/s/ Glen A. Payne Mark H. Williamson, President
- --------------------------------
Glen A. Payne, Secretary

Pursuant to the requirements of the Securities Act of 1933, this registration
statement has been signed below by the following persons in the capacities and
on the date indicated.

/s/ Mark H. Williamson /s/ Lawrence H. Budner
- -------------------------------- -----------------------------
Mark H. Williamson, President & Lawrence H. Budner, Director
Director (Chief Executive Officer)

/s/ Ronald L. Grooms /s/ John W. McIntyre
- -------------------------------- -----------------------------
Ronald L. Grooms, Treasurer John W. McIntyre, Director
(Chief Financial and Accounting
Officer)

/s/ Victor L. Andrews /s/ Fred A. Deering
- ------------------------------- -----------------------------
Victor L. Andrews, Director Fred A. Deering, Director

/s/ Bob R. Baker /s/ Larry Soll
- ------------------------------- -----------------------------
Bob R. Baker, Director Larry Soll, Director

/s/ Charles W. Brady /s/ Kenneth T. King
- ------------------------------- -----------------------------
Charles W. Brady, Director Kenneth T. King, Director

/s/ Wendy L. Gramm
- -------------------------------
Wendy L. Gramm, Director
/s/ Glen A. Payne
By*_____________________________ By* _________________________
Edward F. O'Keefe Glen A. Payne
Attorney in Fact Attorney in Fact

* Original Powers of Attorney authorizing Edward F. O'Keefe and Glen A. Payne,
and each of them, to execute this post-effective amendment to the Registration
Statement of the Registrant on behalf of the above-named directors and officers
of the Registrant have been filed with the Securities and Exchange Commission on
July 20, 1989, January 9, 1990, May 22, 1992, September 1, 1993, December 1,
1993, December 21, 1995, December 30, 1996, December 24, 1997 and May 4, 1998.

<PAGE>

Exhibit Index

Page in
Exhibit Number Registration Statement
- -------------- ----------------------

d(1)(i) 182
d(1)(ii) 183
d(1)(iii) 184
d(2)(i) 185
d(3) 186
d(3)(i) 192
j 193
n(1) 194
n(2) 195
n(3) 196
n(4) 197
n(5) 198
n(6) 199
n(7) 200
n(8) 201
n(9) 202
n(10) 203

Amendment to Investment Advisory Agreement

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

WHEREAS, the Company desires to have IFG perform investment advisory,
statistical, research, and certain administrative and clerical services with
respect to management of the assets of the Company allocable to the INVESCO
VIF-Growth Portfolio, INVESCO VIF - Dynamics Portfolio and INVESCO VIF - Small
Company Growth Portfolio, IFG is willing and able to perform such services on
the terms and conditions set forth in the Agreement;

NOW, THEREFORE, in consideration of the premises and mutual covenants
contained in the Agreement, it is agreed that the terms and conditions of the
Agreement shall be applicable to the Company's assets allocable to the INVESCO
VIF-Growth Portfolio, INVESCO VIF-Dynamics Portfolio and INVESCO VIF - Small
Company Growth Portfolio to the same extent as if those funds were added to the
definition of "Funds" as utilized in the Agreement, and that the Funds shall pay
IFG a fee for services provided to them by IFG under the Agreement as follows:

INVESCO VIF - Growth Portfolio
0.85% on the Fund's average net assets
INVESCO VIF - Dynamics Portfolio
0.60% on the first $350 million of the Fund's average net assets;
0.55% on the next $350 million of Fund's average net asset; and
0.50% on the Fund's average net assets in excess of $700 million.
INVESCO VIF - Small Company Growth Portfolio 0.75% on the first $350
million of the Fund's average net assets;
0.65% on the next $350 million of the Fund's average net assets;
0.55% on the Fund's average net assets in excess of $700 million.

IN WITNESS WHEREOF, the parties have executed this Agreement on this
22nd day of August, 1997.

INVESCO VARIABLE INVESTMENT FUNDS, INC.

By: /s/ William J. Galvin
---------------------
William J. Galvin,
ATTEST: Senior Vice President
/s/ Glen A. Payne
- ------------------------
Glen A. Payne, Secretary

INVESCO FUNDS GROUP, INC.

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

Amendment to Investment Advisory Agreement

WHEREAS, the Company desires to have IFG perform investment advisory,
statistical, research, and certain administrative and clerical services with
respect to management of the assets of the Company allocable to the INVESCO
VIF-Health Sciences Portfolio and INVESCO VIF - Technology Portfolio, IFG is
willing and able to perform such services on the terms and conditions set forth
in the Agreement;

NOW, THEREFORE, in consideration of the premises and mutual covenants
contained in the Agreement, it is agreed that the terms and conditions of the
Agreement shall be applicable to the Company's assets allocable to the INVESCO
VIF-Health Sciences Portfolio and INVESCO VIF-Technology Portfolio to the same
extent as if those funds were added to the definition of "Funds" as utilized in
the Agreement, and that the Funds shall pay IFG a fee for services provided to
them by IFG under the Agreement as follows: 0.75% on the first $350 million of
each Fund's average net assets, 0.65% on the next $350 million of each Fund's
average net assets, and 0.55% on each Fund's average net assets in excess of
$700 million.

IN WITNESS WHEREOF, the parties have executed this Agreement on this
21st day of May, 1997.

INVESCO VARIABLE INVESTMENT FUNDS, INC.

By: /s/ William J. Galvin
---------------------
William J. Galvin,
ATTEST: Senior Vice President
/s/ Glen A. Payne
- ------------------------
Glen A. Payne, Secretary

INVESCO FUNDS GROUP, INC.

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

Amendment to Investment Advisory Agreement

WHEREAS, the Company desires to have IFG perform investment advisory,
statistical, research, and certain administrative and clerical services with
respect to management of the assets of the Company allocable to the INVESCO
VIF-Realty Fund, and IFG is willing and able to perform such services on the
terms and conditions set forth in the Agreement;

NOW, THEREFORE, in consideration of the premises and mutual covenants
contained in the Agreement, it is agreed that the terms and conditions of the
Agreement shall be applicable to the Company's assets allocable to the INVESCO
VIF-Realty Fund, to the same extent as if the INVESCO VIF-Realty Fund was to be
added to the definition of "Funds" as utilized in the Agreement, and that
INVESCO VIF-Realty Fund shall pay IFG a fee for services provided to them by IFG
under the Agreement as follows: 0.90% on the first $500 million of the Fund's
average net assets, 0.75% on the next $500 million of the Fund's average net
assets and 0.65% on the Fund's average net assets over $1 billion.

IN WITNESS WHEREOF, the parties have executed this Agreement on this
6th day of February, 1998.

INVESCO VARIABLE INVESTMENT FUNDS, INC.

By: /s/ William J. Galvin
---------------------
William J. Galvin,
ATTEST: Senior Vice President
/s/ Glen A. Payne
- ------------------------
Glen A. Payne, Secretary

INVESCO FUNDS GROUP, INC.

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

Amendment to Sub-Advisory Agreement

This is an Amendment to the Sub-Advisory Agreement made and entered into
between INVESCO Funds Group, Inc., a Delaware corporation ("INVESCO") and
INVESCO Capital Management, Inc. ("ICM"), as of the 28th day of February, 1997
(the "Agreement").

WHEREAS, INVESCO and ICM are affiliated companies;

WHEREAS, INVESCO desires to change the percentage of the advisory fee that
it pays to IRAI from 33.33% to 40%;

NOW, THEREFORE, in consideration of the premises and mutual covenants
contained in the Agreement, it is agreed that the provisions of Article III of
the Agreement entitled "Compensation of the Sub-Adviser" are hereby amended to
read as follows:

IN WITNESS WHEREOF, the parties have executed this Agreement on this
1st day of January, 1998.

INVESCO FUNDS GROUP, INC.

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

INVESCO CAPITAL MANAGEMENT, INC.

By: /s/ Terry Miller
--------------------
ATTEST:

/s/ Deborah A. Lamb
- -------------------------

SUB-ADVISORY AGREEMENT

AGREEMENT made this 6th day of February, 1998, by and between INVESCO
Funds Group, Inc. ("INVESCO"), a Delaware corporation, and INVESCO Realty
Advisors, Inc., a Delaware corporation ("the Sub-Adviser").

WITNESSETH:

WHEREAS, INVESCO VARIABLE INVESTMENT FUNDS, INC. (the "Company") is
engaged in business as a diversified, open-end management investment company
registered under the Investment Company Act of 1940, as amended (hereinafter
referred to as the "Investment Company Act") and has one class of shares (the
"Shares"), which is divided into series, each representing an interest in a
separate portfolio of investments, one such series being designated the INVESCO
VIF-Realty Fund (the "Fund"); and

WHEREAS, INVESCO and the Sub-Adviser are engaged in rendering investment
advisory services and are registered as investment advisers under the Investment
Advisers Act of 1940; and

WHEREAS, INVESCO has entered into an Investment Advisory Agreement with
the Company (the "INVESCO Investment Advisory Agreement"), pursuant to which
INVESCO is required to provide investment advisory services to the Company, and,
upon receipt of written approval of the Company, is authorized to retain
companies which are affiliated with INVESCO to provide such services; and

WHEREAS, the Sub-Adviser is willing to provide investment advisory
services to the Company on the terms and conditions hereinafter set forth;

NOW, THEREFORE, in consideration of the premises and the covenants
hereinafter contained, INVESCO and the Sub-Adviser hereby agree as follows:

ARTICLE I

DUTIES OF THE SUB-ADVISER

INVESCO hereby employs the Sub-Adviser to act as investment adviser to the
Company and to furnish the investment advisory services described below, subject
to the broad supervision of INVESCO and Board of Directors of the Company, for
the period and on the terms and conditions set forth in this Agreement. The
Sub-Adviser hereby accepts such assignment and agrees during such period, at its
own expense, to render such services and to assume the obligations herein set
forth for the compensation provided for herein. The Sub-Adviser shall for all
purposes herein be deemed to be an independent contractor and, unless otherwise
expressly provided or authorized herein, shall have no authority to act for or
represent the Company in any way or otherwise be deemed an agent of the Company.

<PAGE>
The Sub-Adviser hereby agrees to manage the investment operations of the
Fund, subject to the supervision of the Company's directors (the "Directors")
and INVESCO. Specifically, the Sub-Adviser agrees to perform the following
services:

(a) to manage the investment and reinvestment of all the assets, now or
hereafter acquired, of the Fund, and to execute all purchases and sales of
portfolio securities;

(b) to maintain a continuous investment program for the Fund, consistent
with (i) the Fund's investment policies as set forth in the Company's
Registration Statement, as from time to time amended, under the Investment
Company Act of 1940, as amended (the "1940 Act"), and in any prospectus and/or
statement of additional information of the Fund, as from time to time amended
and in use under the Securities Act of 1933, as amended, and (ii) the Company's
status as a regulated investment company under the Internal Revenue Code of
1986, as amended;

(c) to determine what securities are to be purchased or sold for the Fund,
unless otherwise directed by the Directors of the Company or INVESCO, and to
execute transactions accordingly;

(d) to provide to the Fund the benefit of all of the investment analysis
and research, the reviews of current economic conditions and trends, and the
consideration of long range investment policy now or hereafter generally
available to investment advisory customers of the Sub-Adviser;

(e) to determine what portion of the Fund should be invested in the
various types of securities authorized for purchase by the Fund; and

(f) to make recommendations as to the manner in which voting rights,
rights to consent to Fund action and any other rights pertaining to each Fund's
portfolio securities shall be exercised.

With respect to execution of transactions for the Fund, the Sub-Adviser is
authorized to employ such brokers or dealers as may, in the Sub-Adviser's best
judgment, implement the policy of the Fund to obtain prompt and reliable
execution at the most favorable price obtainable. In assigning an execution or
negotiating the commission to be paid therefor, the Sub-Adviser is authorized to
consider the full range and quality of a broker's services which benefit the
Fund, including but not limited to research and analytical capabilities,
reliability of performance, and financial soundness and responsibility. Research
services prepared and furnished by brokers through which the Sub-Adviser effects
securities transactions on behalf of the Fund may be used by the Sub-Adviser in
servicing all of its accounts, and not all such services may be used by the
Sub-Adviser in connection with the Fund. The Sub-Adviser may follow a policy of
considering sales of shares of the Fund as a factor in the selection of
broker/dealers to execute portfolio transactions, subject to the requirements of
best execution discussed above. In the selection of a broker or dealer for
execution of any negotiated transaction, the Sub-Adviser shall have no duty or
obligation to seek advance competitive bidding for the most favorable negotiated
commission rate for such transaction, or to select any broker solely on the
basis of its purported or "posted" commission rate for such transaction,
provided, however, that the Sub-Adviser shall consider such "posted" commission
rates, if any, together with any other information available at the time as to
the level of commissions known to be charged on comparable transactions by other
qualified brokerage firms, as well as all other relevant factors and
circumstances, including the size of any contemporaneous market in such
securities, the importance to the Fund of speed, efficiency, and confidentiality
of execution, the execution capabilities required by the circumstances of the
particular transactions, and the apparent knowledge or familiarity with sources
from or to whom such securities may be purchased or sold. Where the commission
rate reflects services, reliability and other relevant factors in addition to
the cost of execution, the Sub-Adviser shall have the burden of demonstrating
that such expenditures were bona fide and for the benefit of the Fund.
<PAGE>

ARTICLE II

ALLOCATION OF CHARGES AND EXPENSES

The Sub-Adviser assumes and shall pay for maintaining the staff and
personnel necessary to perform its obligations under this Agreement, and shall,
at its own expense, provide the office space, equipment and facilities necessary
to perform its obligations under this Agreement. Except to the extent expressly
assumed by the Sub-Adviser herein and except to the extent required by law to be
paid by the Sub-Adviser, INVESCO and/or the Company shall pay all costs and
expenses in connection with the operations of the Fund.

ARTICLE III

COMPENSATION OF THE SUB-ADVISER

For the services rendered, facilities furnished, and expenses assumed by
the Sub-Adviser, INVESCO shall pay to the Sub-Adviser an annual fee, computed
daily and paid as of the last day of each month, using for each daily
calculation the most recently determined net asset value of the Fund, as
determined by a valuation made in accordance with the Fund's procedures for
calculating their net asset value as described in the Fund's Prospectus and/or
Statement of Additional Information. The advisory fee to the Sub-Adviser shall
be computed at the annual rate of 0.30% of the first $500 million of the Fund's
average net assets, 0.25% of the Fund's average net assets in excess of $500
million but not more than $1 billion, and 0.2167% of the Fund's average net
assets in excess of $1 billion. During any period when the determination of the
Fund's net asset value is suspended by the Directors of the Company, the net
asset value of a share of the Fund as of the last business day prior to such
suspension shall, for the purpose of this Article III, be deemed to be the net
asset value at the close of each succeeding business day until it is again
determined. However, no such fee shall be paid to the Sub-Adviser with respect
to any assets of the Fund which may be invested in any other investment company
for which the Sub-Adviser serves as investment adviser or sub-adviser. The fee
provided for hereunder shall be prorated in any month in which this Agreement is
not in effect for the entire month. The Sub-Adviser shall be entitled to receive
fees hereunder only for such periods as the INVESCO Investment Advisory
Agreement remains in effect.

ARTICLE IV

LIMITATION OF LIABILITY OF SUB-ADVISER

The Sub-Adviser shall not be liable for any error of judgment, mistake of
law or for any loss arising out of any investment or for any act or omission in
the performance of sub-advisory services rendered with respect to the Company or
the Fund, except for willful misfeasance, bad faith or gross negligence in the
performance of its duties or by reason of reckless disregard of its obligations
and duties hereunder. As used in this Article IV, "Sub-Adviser" shall include
any affiliates of the Sub-Adviser performing services contemplated hereby and
directors, officers and employees of the Sub-Adviser and such affiliates.

ARTICLE V

ACTIVITIES OF THE SUB-ADVISER

The services of the Sub-Adviser to the Fund are not to be deemed to be
exclusive, the Sub-Adviser and any person controlled by or under common control
with the Sub-Adviser (for purposes of this Article V referred to as
"affiliates") being free to render services to others. It is understood that
directors, officers, employees and shareholders of the Company are or may become
interested in the Sub-Adviser and its affiliates, as directors, officers,
employees and shareholders or otherwise and that directors, officers, employees
and shareholders of the Sub-Adviser, INVESCO and their affiliates are or may
become interested in the Company as directors, officers and employees.
<PAGE>

ARTICLE VI

AVOIDANCE OF INCONSISTENT POSITIONS AND
COMPLIANCE WITH APPLICABLE LAWS

In connection with purchases or sales of securities for the investment
portfolios of the Fund, neither the Sub-Adviser nor any of its directors,
officers or employees will act as a principal or agent for any party other than
the Fund or receive any commissions. The Sub-Adviser will comply with all
applicable laws in acting hereunder including, without limitation, the 1940
Act; the Investment Advisers Act of 1940, as amended; and all rules and
regulations duly promulgated under the foregoing.

ARTICLE VII

DURATION AND TERMINATION OF THIS AGREEMENT

This Agreement shall become effective as of the date it is approved by a
majority of the outstanding voting securities of the Fund, and shall remain in
force for an initial term of two years from the date of execution, and from year
to year thereafter until its termination in accordance with this Article VII,
but only so long as such continuance is specifically approved at least annually
by (i) the Directors of the Company, or by the vote of a majority of the
outstanding voting securities of the Fund, and (ii) a majority of those
Directors who are not parties to this Agreement or interested persons of any
such party cast in person at a meeting called for the purpose of voting on such
approval. In the event of the disapproval of this Agreement, or of the
continuation hereof, by the shareholders of the Fund (or by the Directors of the
Company as to the Fund), the parties intend that such disapproval shall be
effective only as to the Fund, and that such disapproval shall not affect the
validity of effectiveness of the approval of this Agreement, or of the
continuation hereof, by the shareholders of any other Fund (or by the Directors,
including a majority of the disinterested Directors) as to such other Fund; in
such case, this Agreement shall be deemed to have been validly approved or
continued, as the case may be, as to such other Fund.

This Agreement may be terminated at any time, without the payment of any
penalty, by INVESCO; the Fund by vote of a majority of the Directors of the
Company; by vote of a majority of the outstanding voting securities of the Fund;
or, with respect to a particular Fund, by a majority of the outstanding voting
securities of that Fund, as the case may be; or by the Sub-Adviser. A
termination by INVESCO or the Sub-Adviser shall require sixty days' written
notice to the other party and to the Company, and a termination by the Company
shall require such notice to each of the parties. This Agreement shall
automatically terminate in the event of its assignment to the extent required by
the Investment Company Act of 1940 and the Rules thereunder.

The Sub-Adviser agrees to furnish to the Directors of the Company such
information on an annual basis as may reasonably be necessary to evaluate the
terms of this Agreement.

Termination of this Agreement shall not affect the right of the
Sub-Adviser to receive payments on any unpaid balance of the compensation
described in Article III hereof earned prior to such termination.

<PAGE>

ARTICLE VIII

AMENDMENTS OF THIS AGREEMENT

No provision of this Agreement may be orally changed or discharged, but
may only be modified by an instrument in writing signed by the Sub-Adviser and
INVESCO. In addition, no amendment to this Agreement shall be effective unless
approved by (1) the vote of a majority of the Directors of the Company,
including a majority of the Directors who are not parties to this Agreement or
interested persons of any such party cast in person at a meeting called for the
purpose of voting on such amendment and (2) the vote of a majority of the
outstanding voting securities of the Fund (other than an amendment which can be
effective without shareholder approval under applicable law). In the event of
the disapproval of an amendment of this Agreement by the shareholders of a
particular Fund (or by the Directors of the Company as to a particular Fund),
the parties intend that such disapproval shall be effective only as to such
Fund, and that such disapproval shall not affect the validity or effectiveness
of the approval of the amendment by the shareholders of any other Fund (or by
the Directors, including a majority of the disinterested Directors) as to such
other Fund; in such case, this Agreement shall be deemed to have been validly
amended as to such other Fund.

ARTICLE IX

DEFINITIONS OF CERTAIN TERMS

In interpreting the provisions of this Agreement, the terms "vote of a
majority of the outstanding voting securities," "assignments," "affiliated
person" and "interested person," when used in this Agreement, shall have the
respective meanings specified in the Investment Company Act and the Rules and
Regulations thereunder, subject, however, to such exemptions as may be granted
by the Securities and Exchange Commission under said Act.

ARTICLE X

GOVERNING LAW

This Agreement shall be construed in accordance with the laws of the State
of Colorado and the applicable provisions of the Investment Company Act. To the
extent that the applicable laws of the State of Colorado, or any of the
provisions herein, conflict with the applicable provisions of the Investment
Company Act, the latter shall control.

ARTICLE XI

MISCELLANEOUS

Notice. Any notice under this Agreement shall be in writing, addressed and
delivered or mailed, postage prepaid, to the other party at such address as such
other party may designate for the receipt of such notice.

Severability. Each provision of this Agreement is intended to be
severable. If any provision of this Agreement shall be held illegal or made
invalid by a court decision, statute, rule or otherwise, such illegality or
invalidity shall not affect the validity or enforceability of the remainder of
this Agreement.

Headings. The headings in this Agreement are inserted for convenience and
identification only and are in no way intended to describe, interpret, define or
limit the size, extent or intent of this Agreement or any provision hereof.

<PAGE>

IN WITNESS WHEREOF, the parties hereto have executed and delivered this
Agreement as of the date first above written.

INVESCO FUNDS GROUP, INC.

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

INVESCO REALTY ADVISORS, INC.

By: /s/ David A. Ridley
--------------------
David A. Ridley
ATTEST: President

/s/ Dinah Manger
- -------------------------
Dinah Manger
Assistant

Amendment to Sub-Advisory Agreement

This is an Amendment to the Sub-Advisory Agreement made and entered into
between INVESCO Funds Group, Inc., a Delaware corporation ("INVESCO") and
INVESCO Realty Advisors, Inc. ("IRAI"), as of the 28th day of February, 1997
(the "Agreement").

WHEREAS, INVESCO and IRAI are affiliated companies;

WHEREAS, INVESCO desires to change the percentage of the advisory fee that
it pays to IRAI from 33.33% to 40%;

IN WITNESS WHEREOF, the parties have executed this Agreement on this
1st day of January, 1998.

INVESCO FUNDS GROUP, INC.

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

INVESCO REALTY ADVISORS, INC.

By: /s/ David A. Ridley
--------------------
David A. Ridley
ATTEST: President

/s/ Dinah Manger
- -------------------------
Dinah Manger
Assistant

CONSENT OF INDEPENDENT ACCOUNTANTS

We hereby consent to the incorporation by reference in the Prospectus and
Statement of Additional Information constituting parts of this Post-Effective
Amendment No. 14 to the registration statement on Form N-1A (the "Registration
Statement") of our report dated January 29, 1999, relating to the financial
statements and financial highlights appearing in the December 31, 1998 Annual
Report to Shareholders of INVESCO Variable Investment Funds, Inc., which is also
incorporated by reference into the Registration Statement. We also consent to
the references to us under the heading "Financial Highlights" in the Prospectus
and under the headings "Independent Accountants" in the Statement of Additional
Information.

/s/ PricewaterhouseCoopers LLP
- ---------------------------------------
PricewaterhouseCoopers LLP

Denver, Colorado
April 26, 1999

<ARTICLE> 6
<CIK> 0000912744
<NAME> INVESCO VARIABLE INVESTMENT FUNDS, INC.
<SERIES>
<NUMBER> 9
<NAME> INVESCO VARIABLE GROWTH FUND

<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-END> DEC-31-1998
<INVESTMENTS-AT-COST> 255952
<INVESTMENTS-AT-VALUE> 355168
<RECEIVABLES> 325
<ASSETS-OTHER> 161
<OTHER-ITEMS-ASSETS> 17277
<TOTAL-ASSETS> 372881
<PAYABLE-FOR-SECURITIES> 0
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 1997
<TOTAL-LIABILITIES> 1997
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 258380
<SHARES-COMMON-STOCK> 25600
<SHARES-COMMON-PRIOR> 24905
<ACCUMULATED-NII-CURRENT> 0
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 13288
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 99216
<NET-ASSETS> 370884
<DIVIDEND-INCOME> 4012
<INTEREST-INCOME> 0
<OTHER-INCOME> (48)
<EXPENSES-NET> 4188
<NET-INVESTMENT-INCOME> (224)
<REALIZED-GAINS-CURRENT> 22394
<APPREC-INCREASE-CURRENT> 81686
<NET-CHANGE-FROM-OPS> 104080
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 1336
<DISTRIBUTIONS-OF-GAINS> 7300
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 61
<NUMBER-OF-SHARES-REDEEMED> 0
<SHARES-REINVESTED> 634
<NET-CHANGE-IN-ASSETS> 104657
<ACCUMULATED-NII-PRIOR> 1333
<ACCUMULATED-GAINS-PRIOR> (1636)
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 2589
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 36832
<AVERAGE-NET-ASSETS> 304836
<PER-SHARE-NAV-BEGIN> 10.69
<PER-SHARE-NII> (0.01)
<PER-SHARE-GAIN-APPREC> 4.15
<PER-SHARE-DIVIDEND> 0.05
<PER-SHARE-DISTRIBUTIONS> 0.29
<RETURNS-OF-CAPITAL> 0.00
<PER-SHARE-NAV-END> 14.49
<EXPENSE-RATIO> .02
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0

</TABLE>

<ARTICLE> 6
<CIK> 0000912744
<NAME> INVESCO VARIABLE INVESTMENT FUNDS, INC.
<SERIES>
<NUMBER> 5
<NAME> INVESCO VARIABLE DYNAMICS FUND

<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-END> DEC-31-1998
<INVESTMENTS-AT-COST> 217550
<INVESTMENTS-AT-VALUE> 277542
<RECEIVABLES> 177
<ASSETS-OTHER> 161
<OTHER-ITEMS-ASSETS> 32345
<TOTAL-ASSETS> 310225
<PAYABLE-FOR-SECURITIES> 0
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 2009
<TOTAL-LIABILITIES> 2009
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 252344
<SHARES-COMMON-STOCK> 25363
<SHARES-COMMON-PRIOR> 24896
<ACCUMULATED-NII-CURRENT> (2)
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> (4118)
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 59992
<NET-ASSETS> 308216
<DIVIDEND-INCOME> 1047
<INTEREST-INCOME> 13
<OTHER-INCOME> (16)
<EXPENSES-NET> 2802
<NET-INVESTMENT-INCOME> (1758)
<REALIZED-GAINS-CURRENT> (4118)
<APPREC-INCREASE-CURRENT> 55876
<NET-CHANGE-FROM-OPS> 51758
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 587
<DISTRIBUTIONS-OF-GAINS> 3715
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 74
<NUMBER-OF-SHARES-REDEEMED> 0
<SHARES-REINVESTED> 393
<NET-CHANGE-IN-ASSETS> 50799
<ACCUMULATED-NII-PRIOR> 586
<ACCUMULATED-GAINS-PRIOR> 3715
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 1652
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 40791
<AVERAGE-NET-ASSETS> 275570
<PER-SHARE-NAV-BEGIN> 10.34
<PER-SHARE-NII> (0.07)
<PER-SHARE-GAIN-APPREC> 2.05
<PER-SHARE-DIVIDEND> 0.02
<PER-SHARE-DISTRIBUTIONS> 0.15
<RETURNS-OF-CAPITAL> 0.00
<PER-SHARE-NAV-END> 12.15
<EXPENSE-RATIO> .01
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0

</TABLE>

<ARTICLE> 6
<CIK> 0000912744
<NAME> INVESCO VARIABLE INVESTMENT FUNDS, INC.
<SERIES>
<NUMBER> 7
<NAME> INVESCO VARIABLE HEALTH SCIENCES FUND

<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-END> DEC-31-1998
<INVESTMENTS-AT-COST> 2119610
<INVESTMENTS-AT-VALUE> 2523351
<RECEIVABLES> 1192
<ASSETS-OTHER> 227
<OTHER-ITEMS-ASSETS> 10415
<TOTAL-ASSETS> 2535185
<PAYABLE-FOR-SECURITIES> 145252
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 12324
<TOTAL-LIABILITIES> 157576
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 1982521
<SHARES-COMMON-STOCK> 155482
<SHARES-COMMON-PRIOR> 38318
<ACCUMULATED-NII-CURRENT> 277
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> (8930)
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 403741
<NET-ASSETS> 2377609
<DIVIDEND-INCOME> 9970
<INTEREST-INCOME> 9244
<OTHER-INCOME> (243)
<EXPENSES-NET> 14315
<NET-INVESTMENT-INCOME> 4656
<REALIZED-GAINS-CURRENT> 63995
<APPREC-INCREASE-CURRENT> 369979
<NET-CHANGE-FROM-OPS> 433974
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 4154
<DISTRIBUTIONS-OF-GAINS> 61000
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 403110
<NUMBER-OF-SHARES-REDEEMED> 290418
<SHARES-REINVESTED> 4472
<NET-CHANGE-IN-ASSETS> 1954651
<ACCUMULATED-NII-PRIOR> 3759
<ACCUMULATED-GAINS-PRIOR> (16056)
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 9945
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 56197
<AVERAGE-NET-ASSETS> 1312944
<PER-SHARE-NAV-BEGIN> 11.04
<PER-SHARE-NII> 0.05
<PER-SHARE-GAIN-APPREC> 4.66
<PER-SHARE-DIVIDEND> 0.03
<PER-SHARE-DISTRIBUTIONS> 0.43
<RETURNS-OF-CAPITAL> 0.00
<PER-SHARE-NAV-END> 15.29
<EXPENSE-RATIO> .01
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0

</TABLE>

<ARTICLE> 6
<CIK> 0000912744
<NAME> INVESCO VARIABLE INVESTMENT FUNDS, INC.
<SERIES>
<NUMBER> 1
<NAME> VIF-HIGH YIELD FUND

<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-END> DEC-31-1998
<INVESTMENTS-AT-COST> 45008832
<INVESTMENTS-AT-VALUE> 41888583
<RECEIVABLES> 1306342
<ASSETS-OTHER> 1456
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 43196381
<PAYABLE-FOR-SECURITIES> 490000
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 680791
<TOTAL-LIABILITIES> 1170791
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 45508679
<SHARES-COMMON-STOCK> 3715450
<SHARES-COMMON-PRIOR> 2478386
<ACCUMULATED-NII-CURRENT> 6969
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> (369809)
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> (3120249)
<NET-ASSETS> 42025590
<DIVIDEND-INCOME> 23840
<INTEREST-INCOME> 3659470
<OTHER-INCOME> 0
<EXPENSES-NET> 309928
<NET-INVESTMENT-INCOME> 3373382
<REALIZED-GAINS-CURRENT> 694287
<APPREC-INCREASE-CURRENT> (3509648)
<NET-CHANGE-FROM-OPS> (2815361)
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 3379839
<DISTRIBUTIONS-OF-GAINS> 1178025
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 3145683
<NUMBER-OF-SHARES-REDEEMED> 2310193
<SHARES-REINVESTED> 401574
<NET-CHANGE-IN-ASSETS> 11144676
<ACCUMULATED-NII-PRIOR> 24007
<ACCUMULATED-GAINS-PRIOR> 102874
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 224864
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 317523
<AVERAGE-NET-ASSETS> 37366046
<PER-SHARE-NAV-BEGIN> 12.46
<PER-SHARE-NII> 0.09
<PER-SHARE-GAIN-APPREC> (0.80)
<PER-SHARE-DIVIDEND> 0.98
<PER-SHARE-DISTRIBUTIONS> 0.34
<RETURNS-OF-CAPITAL> 0.00
<PER-SHARE-NAV-END> 11.31
<EXPENSE-RATIO> 1
<AVG-DEBT-OUTSTANDING> 00
<AVG-DEBT-PER-SHARE> 00

</TABLE>

<ARTICLE> 6
<CIK> 0000912744
<NAME> INVESCO VARIABLE INVESTMENT FUNDS, INC.
<SERIES>
<NUMBER> 2
<NAME> VIF-VARIABLE INDUSTRIAL INCOME FUND

<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-END> DEC-31-1998
<INVESTMENTS-AT-COST> 50551044
<INVESTMENTS-AT-VALUE> 60597716
<RECEIVABLES> 516770
<ASSETS-OTHER> 1998
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 61116484
<PAYABLE-FOR-SECURITIES> 713138
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 57828
<TOTAL-LIABILITIES> 770966
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 49837055
<SHARES-COMMON-STOCK> 3243059
<SHARES-COMMON-PRIOR> 2353217
<ACCUMULATED-NII-CURRENT> 49995
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 411796
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 10046672
<NET-ASSETS> 60345518
<DIVIDEND-INCOME> 592218
<INTEREST-INCOME> 872421
<OTHER-INCOME> (1676)
<EXPENSES-NET> 464797
<NET-INVESTMENT-INCOME> 998166
<REALIZED-GAINS-CURRENT> 1862509
<APPREC-INCREASE-CURRENT> 4286624
<NET-CHANGE-FROM-OPS> 6149133
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 976679
<DISTRIBUTIONS-OF-GAINS> 2014499
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 1350082
<NUMBER-OF-SHARES-REDEEMED> 627712
<SHARES-REINVESTED> 167472
<NET-CHANGE-IN-ASSETS> 20252049
<ACCUMULATED-NII-PRIOR> 28673
<ACCUMULATED-GAINS-PRIOR> 563621
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 377741
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 472137
<AVERAGE-NET-ASSETS> 50247963
<PER-SHARE-NAV-BEGIN> 17.04
<PER-SHARE-NII> 0.33
<PER-SHARE-GAIN-APPREC> 2.24
<PER-SHARE-DIVIDEND> 0.32
<PER-SHARE-DISTRIBUTIONS> 0.67
<RETURNS-OF-CAPITAL> 0.00
<PER-SHARE-NAV-END> 18.62
<EXPENSE-RATIO> .01
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0

</TABLE>

<ARTICLE> 6
<CIK> 0000912744
<NAME> INVESCO VARIABLE INVESTMENT FUNDS, INC.
<SERIES>
<NUMBER> 10
<NAME> INVESCO VARIABLE REALTY FUND

<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-END> DEC-31-1998
<INVESTMENTS-AT-COST> 406420
<INVESTMENTS-AT-VALUE> 396739
<RECEIVABLES> 60613
<ASSETS-OTHER> 126
<OTHER-ITEMS-ASSETS> 45186
<TOTAL-ASSETS> 502664
<PAYABLE-FOR-SECURITIES> 0
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 1242
<TOTAL-LIABILITIES> 1242
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 573473
<SHARES-COMMON-STOCK> 60980
<SHARES-COMMON-PRIOR> 0
<ACCUMULATED-NII-CURRENT> 6159
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> (68529)
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> (9681)
<NET-ASSETS> 501422
<DIVIDEND-INCOME> 17456
<INTEREST-INCOME> 215
<OTHER-INCOME> 0
<EXPENSES-NET> 3632
<NET-INVESTMENT-INCOME> 14039
<REALIZED-GAINS-CURRENT> (66609)
<APPREC-INCREASE-CURRENT> (9681)
<NET-CHANGE-FROM-OPS> (76290)
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 9800
<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 64819
<NUMBER-OF-SHARES-REDEEMED> 5062
<SHARES-REINVESTED> 1223
<NET-CHANGE-IN-ASSETS> 500422
<ACCUMULATED-NII-PRIOR> 0
<ACCUMULATED-GAINS-PRIOR> 0
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 2558
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 24281
<AVERAGE-NET-ASSETS> 295333
<PER-SHARE-NAV-BEGIN> 10.00
<PER-SHARE-NII> 0.29
<PER-SHARE-GAIN-APPREC> (1.88)
<PER-SHARE-DIVIDEND> 0.19
<PER-SHARE-DISTRIBUTIONS> 0.00
<RETURNS-OF-CAPITAL> 0.00
<PER-SHARE-NAV-END> 8.22
<EXPENSE-RATIO> .02
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0

</TABLE>

<ARTICLE> 6
<CIK> 0000912744
<NAME> INVESCO VARIABLE INVESTMENT FUNDS, INC.
<SERIES>
<NUMBER> 6
<NAME> INVESCO SMALL COMPANY GROWTH FUND

<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-END> DEC-31-1998
<INVESTMENTS-AT-COST> 1004946
<INVESTMENTS-AT-VALUE> 1155247
<RECEIVABLES> 238
<ASSETS-OTHER> 177
<OTHER-ITEMS-ASSETS> 105
<TOTAL-ASSETS> 1155767
<PAYABLE-FOR-SECURITIES> 107261
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 12400
<TOTAL-LIABILITIES> 119661
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 928217
<SHARES-COMMON-STOCK> 89981
<SHARES-COMMON-PRIOR> 24884
<ACCUMULATED-NII-CURRENT> 0
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> (42412)
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 150301
<NET-ASSETS> 1036106
<DIVIDEND-INCOME> 296
<INTEREST-INCOME> 529
<OTHER-INCOME> 0
<EXPENSES-NET> 4177
<NET-INVESTMENT-INCOME> (3352)
<REALIZED-GAINS-CURRENT> (41761)
<APPREC-INCREASE-CURRENT> 152667
<NET-CHANGE-FROM-OPS> 110906
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 579
<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 74069
<NUMBER-OF-SHARES-REDEEMED> 9027
<SHARES-REINVESTED> 55
<NET-CHANGE-IN-ASSETS> 789544
<ACCUMULATED-NII-PRIOR> 580
<ACCUMULATED-GAINS-PRIOR> (651)
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 2726
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 46059
<AVERAGE-NET-ASSETS> 393468
<PER-SHARE-NAV-BEGIN> 9.91
<PER-SHARE-NII> (0.01)
<PER-SHARE-GAIN-APPREC> 1.62
<PER-SHARE-DIVIDEND> 0.01
<PER-SHARE-DISTRIBUTIONS> 0.00
<RETURNS-OF-CAPITAL> 0.00
<PER-SHARE-NAV-END> 11.51
<EXPENSE-RATIO> .02
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0

</TABLE>

<ARTICLE> 6
<CIK> 0000912744
<NAME> INVESCO VARIABLE INVESTMENT FUNDS, INC.
<SERIES>
<NUMBER> 8
<NAME> INVESCO VARIABLE TECHNOLOGY FUND

<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-END> DEC-31-1998
<INVESTMENTS-AT-COST> 1314161
<INVESTMENTS-AT-VALUE> 1588425
<RECEIVABLES> 26757
<ASSETS-OTHER> 207
<OTHER-ITEMS-ASSETS> 758
<TOTAL-ASSETS> 1616147
<PAYABLE-FOR-SECURITIES> 36620
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 2288
<TOTAL-LIABILITIES> 38908
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 1394003
<SHARES-COMMON-STOCK> 109960
<SHARES-COMMON-PRIOR> 36007
<ACCUMULATED-NII-CURRENT> 0
<OVERDISTRIBUTION-NII> (3)
<ACCUMULATED-NET-GAINS> (91025)
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 274264
<NET-ASSETS> 1577239
<DIVIDEND-INCOME> 850
<INTEREST-INCOME> 6311
<OTHER-INCOME> 0
<EXPENSES-NET> 8226
<NET-INVESTMENT-INCOME> (1065)
<REALIZED-GAINS-CURRENT> (90677)
<APPREC-INCREASE-CURRENT> 291455
<NET-CHANGE-FROM-OPS> 200778
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 1682
<DISTRIBUTIONS-OF-GAINS> 6100
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 383014
<NUMBER-OF-SHARES-REDEEMED> 309738
<SHARES-REINVESTED> 607
<NET-CHANGE-IN-ASSETS> 1162813
<ACCUMULATED-NII-PRIOR> 1686
<ACCUMULATED-GAINS-PRIOR> 5637
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 5670
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 49450
<AVERAGE-NET-ASSETS> 902378
<PER-SHARE-NAV-BEGIN> 11.49
<PER-SHARE-NII> (0.03)
<PER-SHARE-GAIN-APPREC> 2.96
<PER-SHARE-DIVIDEND> 0.02
<PER-SHARE-DISTRIBUTIONS> 0.06
<RETURNS-OF-CAPITAL> 0.00
<PER-SHARE-NAV-END> 14.34
<EXPENSE-RATIO> .01
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0

</TABLE>

<ARTICLE> 6
<CIK> 0000912744
<NAME> INVESCO VARIABLE INVESTMENT FUNDS, INC.
<SERIES>
<NUMBER> 3
<NAME> INVESCO VARIABLE TOTAL RETURN FUND

<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-END> DEC-31-1998
<INVESTMENTS-AT-COST> 29953156
<INVESTMENTS-AT-VALUE> 35040168
<RECEIVABLES> 582871
<ASSETS-OTHER> 1213
<OTHER-ITEMS-ASSETS> 13831
<TOTAL-ASSETS> 35638083
<PAYABLE-FOR-SECURITIES> 0
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 8017
<TOTAL-LIABILITIES> 8017
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 30416968
<SHARES-COMMON-STOCK> 2149126
<SHARES-COMMON-PRIOR> 1471825
<ACCUMULATED-NII-CURRENT> 23680
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 102406
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 5087012
<NET-ASSETS> 35630066
<DIVIDEND-INCOME> 398809
<INTEREST-INCOME> 633673
<OTHER-INCOME> (7582)
<EXPENSES-NET> 291586
<NET-INVESTMENT-INCOME> 733314
<REALIZED-GAINS-CURRENT> 765809
<APPREC-INCREASE-CURRENT> 1112812
<NET-CHANGE-FROM-OPS> 1878621
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 715045
<DISTRIBUTIONS-OF-GAINS> 742991
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 1020295
<NUMBER-OF-SHARES-REDEEMED> 432444
<SHARES-REINVESTED> 89450
<NET-CHANGE-IN-ASSETS> 12362475
<ACCUMULATED-NII-PRIOR> 5271
<ACCUMULATED-GAINS-PRIOR> 79848
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 219888
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 296459
<AVERAGE-NET-ASSETS> 29319625
<PER-SHARE-NAV-BEGIN> 15.81
<PER-SHARE-NII> 0.37
<PER-SHARE-GAIN-APPREC> 1.13
<PER-SHARE-DIVIDEND> 0.36
<PER-SHARE-DISTRIBUTIONS> 0.37
<RETURNS-OF-CAPITAL> 0.00
<PER-SHARE-NAV-END> 16.58
<EXPENSE-RATIO> .01
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0

</TABLE>

<ARTICLE> 6
<CIK> 0000912744
<NAME> INVESCO VARIABLE INVESTMENT FUNDS, INC.
<SERIES>
<NUMBER> 4
<NAME> INVESCO VARIABLE UTILITIES FUND

<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-END> DEC-31-1998
<INVESTMENTS-AT-COST> 5098711
<INVESTMENTS-AT-VALUE> 7036874
<RECEIVABLES> 29288
<ASSETS-OTHER> 304
<OTHER-ITEMS-ASSETS> 5278
<TOTAL-ASSETS> 7071744
<PAYABLE-FOR-SECURITIES> 73060
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 6031
<TOTAL-LIABILITIES> 79091
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 5053048
<SHARES-COMMON-STOCK> 393365
<SHARES-COMMON-PRIOR> 318697
<ACCUMULATED-NII-CURRENT> 6249
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> (5002)
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 1938358
<NET-ASSETS> 6992653
<DIVIDEND-INCOME> 121653
<INTEREST-INCOME> 29349
<OTHER-INCOME> (2322)
<EXPENSES-NET> 55325
<NET-INVESTMENT-INCOME> 93355
<REALIZED-GAINS-CURRENT> (4109)
<APPREC-INCREASE-CURRENT> 1193668
<NET-CHANGE-FROM-OPS> 1189559
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 90004
<DISTRIBUTIONS-OF-GAINS> 14002
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 152400
<NUMBER-OF-SHARES-REDEEMED> 83915
<SHARES-REINVESTED> 6183
<NET-CHANGE-IN-ASSETS> 2404804
<ACCUMULATED-NII-PRIOR> 2424
<ACCUMULATED-GAINS-PRIOR> 13583
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 32195
<INTEREST-EXPENSE> (38)
<GROSS-EXPENSE> 86317
<AVERAGE-NET-ASSETS> 5388594
<PER-SHARE-NAV-BEGIN> 14.40
<PER-SHARE-NII> 0.25
<PER-SHARE-GAIN-APPREC> 3.41
<PER-SHARE-DIVIDEND> 0.24
<PER-SHARE-DISTRIBUTIONS> 0.04
<RETURNS-OF-CAPITAL> 0.00
<PER-SHARE-NAV-END> 17.78
<EXPENSE-RATIO> .01
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0

</TABLE>