SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a)
of the Securities Exchange Act of 1934
(Amendment No. )
[X] Filed by the Registrant
[ ] Filed by a party other than the Registrant
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to (S)240.14a-11(c) or (S)240.14a-12
INVESCO VARIABLE INVESTMENT FUNDS, INC.
Payment of Filing Fee (Check the appropriate box):
[X] No fee required
[ ] $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), 14a-6(i)(2)
or Item 22(a)(2) of Schedule 14A
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11/
1. Title of each class of securities to which transaction applies:
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2. Aggregate number of securities to which transaction applies:
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3. Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined):
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4. Proposed maximum aggregate value of transaction:
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5. Total fee paid:
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[ ] Fee paid previously by written preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
1. Amount Previously Paid:
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2. Form Schedule or Registration Statement No.
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3. Filing Party:
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4. Date Filed:
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<PAGE>
INVESCO VARIABLE INVESTMENT FUNDS, INC.
INVESCO VIF-DYNAMICS FUND
August 16, 1999
Dear Variable Contract Owner:
The attached proxy materials seek approval to make certain changes to the
investment advisory contract for the INVESCO VIF-Dynamics Fund. Specifically,
the board of directors of the Fund seeks approval of a change to the investment
advisory fee schedule.
THE BOARD OF DIRECTORS OF INVESCO VARIABLE INVESTMENT FUNDS, INC.
RECOMMENDS A VOTE FOR THE PROPOSAL. The board believes that the proposed
increase in the investment advisory fee schedule more accurately reflects the
actual cost to the adviser of managing the Fund, and positions the Fund
comparably with its peers. The attached proxy materials provide more information
about the proposed increase in the advisory fee schedule.
Although you are not a Fund shareholder, you have the right to instruct
your insurance company how to vote Fund shares attributable to your variable
contract. After reviewing the attached materials, please complete, date and sign
your proxy card and mail it in the enclosed return envelope today. As noted in
the attached proxy materials, as of the record date for this special meeting of
shareholders, INVESCO Funds Group, Inc. holds, and intends to vote, sufficient
shares of the Fund to approve the proposed increase in advisory fees.
Very truly yours,
/s/ Mark H. Williamson
----------------------
Mark H. Williamson
President
INVESCO Variable Investment Funds, Inc.
<PAGE>
INVESCO VARIABLE INVESTMENT FUNDS, INC.
NOTICE OF
SPECIAL MEETING OF SHAREHOLDERS OF
INVESCO VIF-DYNAMICS FUND
August 16, 1999
To The Shareholders:
A special meeting of shareholders of INVESCO VIF-Dynamics Fund (the
"Fund"), a series of INVESCO Variable Investment Funds, Inc. (the "Company"),
will be held on August 30, 1999, at 9:00 a.m., at the offices of INVESCO Funds
Group, Inc., 7800 E. Union Ave., Denver, Colorado, 80237, for the following
purpose:
(1) To approve an increase in the investment advisory fee schedule
contained in the investment advisory agreement between the Fund and
the Fund's investment adviser, INVESCO Funds Group, Inc.; and
(2) To transact such other business as may properly come before the
meeting or any adjournment thereof.
You are entitled to vote at the meeting and any adjournment thereof if you
owned shares of the Fund at the close of business on August 4, 1999. If you
attend the meeting, you may vote your shares in person. IF YOU DO NOT EXPECT TO
ATTEND THE MEETING, PLEASE COMPLETE, DATE, SIGN AND RETURN THE ENCLOSED PROXY
CARD IN THE ENCLOSED POSTAGE-PAID ENVELOPE.
By order of the Board of Directors,
/s/ Glen A. Payne
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Glen A. Payne
Secretary
INVESCO Variable Investment Funds, Inc.
August 16, 1999
Denver, Colorado
<PAGE>
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YOUR VOTE IS IMPORTANT
NO MATTER HOW MANY SHARES YOU OWN
Please indicate your voting instructions on the enclosed proxy card, date and
sign the card, and return it in the envelope provided. IF YOU SIGN, DATE AND
RETURN THE PROXY CARD BUT GIVE NO VOTING INSTRUCTIONS, YOUR SHARES WILL BE VOTED
"FOR" THE PROPOSAL NOTICED ABOVE. We ask your cooperation in mailing in your
proxy card promptly. Unless proxy cards submitted by corporations and
partnerships are signed by the appropriate persons as indicated in the voting
instructions on the proxy card, they will not be voted.
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<PAGE>
INVESCO VARIABLE INVESTMENT FUNDS, INC.
INVESCO VIF - Dynamics Fund
7800 East Union Avenue
Denver, Colorado 80237
(Toll Free) 1-800-525-8085
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PROXY STATEMENT
Special Meeting of Shareholders
August 30, 1999
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VOTING INFORMATION
This Proxy Statement is being furnished to shareholders of INVESCO
VIF-Dynamics Fund (the "Fund"), a series of INVESCO Variable Investment Funds,
Inc. (the "Company"), in connection with the solicitation of proxies from
shareholders of the Fund by the board of directors (the "Board") of the Company
for use at a special meeting of shareholders of the Fund to be held on August
30, 1999 (the "Meeting"), and at any adjournment of the Meeting. This Proxy
Statement will be mailed to shareholders on or about August 16, 1999.
One-third of the Fund's shares outstanding on August 4, 1999, represented
in person or by proxy, must be present for the transaction of business at the
Meeting. If a quorum is not present at the Meeting or a quorum is present but
sufficient votes to approve the proposal set forth in this Proxy Statement are
not received, the persons named as proxies may propose one or more adjournments
of the Meeting to permit further solicitation of proxies. Any such adjournment
will require the affirmative vote of a majority of those shares represented at
the Meeting in person or by proxy. The persons named as proxies will vote those
proxies that they are entitled to vote FOR any proposal in favor of such an
adjournment and will vote those proxies required to be voted AGAINST that
proposal against such adjournment. A shareholder vote may be taken on the
proposal in this Proxy Statement prior to any such adjournment if a quorum is
present, sufficient votes have been received, and it is otherwise appropriate.
Abstentions will be counted as shares present for purposes of determining
whether a quorum is present but will not be voted for or against the proposal or
adjournment of the Meeting. Accordingly, abstentions effectively will be a vote
against adjournment or against the proposal. Abstentions will not be counted,
however, as votes cast for purposes of determining whether sufficient votes have
been received to approve the proposal.
The individuals named as proxies on the enclosed proxy card will vote in
accordance with your directions as indicated on that proxy card, if it is
received properly executed by you or by your duly appointed agent or
attorney-in-fact. If you sign, date and return the proxy card, but give no
voting instructions, your shares will be voted in favor of approval of the
proposal. Participating insurance companies will vote the interests of any
variable contract owners from whom they receive no voting instructions in
proportion with the instructions that are received before the meeting. In
addition, if you sign, date and return the proxy card, but give no voting
instructions, the duly appointed proxies may, in their discretion, vote upon
such other matters as may come before the Meeting. The proxy card may be revoked
by giving another proxy or by letter or telegram revoking the initial proxy. To
be effective, revocation must be received by the Company prior to the Meeting
and must indicate your name and account number. If you attend the Meeting in
person you may, if you wish, vote by ballot at the Meeting, thereby canceling
any proxy previously given.
<PAGE>
As of August 4, 1999 (the "Record Date"), the Fund had 27,805.908 shares
of common stock outstanding. The cost of the solicitation of proxies will be
borne by INVESCO Funds Group, Inc. ("INVESCO"), the investment adviser and
transfer agent of the Fund. Proxies will be solicited primarily by mail but will
also be made by telephone or oral communications by representatives of INVESCO
and INVESCO Distributors, Inc. ("IDI"), the distributor of the INVESCO group of
investment companies ("INVESCO Funds"), none of whom will receive any
compensation for these activities from the Fund. If votes are recorded by
telephone, INVESCO will use procedures designed to authenticate shareholders'
identities, to allow shareholders to authorize the voting of their shares in
accordance with their instructions, and to confirm that a shareholder's
instructions have been properly recorded. You may also vote by mail or by
facsimile. Proxies voted by telephone, facsimile or Internet may be revoked at
any time before they are voted in the same manner that proxies voted by mail may
be revoked.
Copies of the Company's most recent annual and semi-annual reports,
including financial statements, have previously been delivered to shareholders.
Shareholders may request copies of these reports, without charge, by writing to
INVESCO Distributors, Inc., P.O. Box 173706, Denver, Colorado 80217-3706, or by
calling toll-free 1-800-525-8085.
INVESCO beneficially owned 90.94% of the shares of the Fund at the record
date. Directors and officers of the Company own no shares of the Fund, and are
legally precluded from owning shares of the Fund.
VOTE REQUIRED. Approval of the Proposal requires the affirmative vote of a
"majority of the outstanding voting securities" of the Fund, as defined in the
Investment Company Act of 1940, as amended (the "1940 Act"). This means that the
Proposal must be approved by the lesser of (i) 67% of the Fund's shares present
at a meeting of shareholders if the owners of more than 50% of the Fund's shares
then outstanding are present in person or by proxy or (ii) more than 50% of the
Fund's outstanding shares. Each outstanding full share of the Fund is entitled
to one vote, and each outstanding fractional share thereof is entitled to a
proportionate fractional share of one vote. If the Proposal is not approved by
the requisite vote of shareholders of the Fund, the persons named as proxies may
propose one or more adjournments of the Meeting to permit further solicitation
of proxies.
AS NOTED ABOVE, INVESCO OWNS 90.94% OF THE SHARES OF THE FUND. INVESCO
WILL VOTE ITS SHARES IN FAVOR OF THE PROPOSAL. THEREFORE, WITH INVESCO VOTING
ITS SHARES IN FAVOR OF THE PROPOSAL, NO ADDITIONAL SHARES WILL HAVE TO VOTE IN
FAVOR OF THE PROPOSAL IN ORDER TO APPROVE IT AT THE MEETING.
<PAGE>
THE INVESTMENT ADVISORY AGREEMENT
As required by the 1940 Act, the Company entered into a written investment
advisory agreement (the "Agreement") with INVESCO on February 28, 1997. The
Agreement was approved by INVESCO, with respect to the Fund, on August 22, 1997.
The Agreement was last approved by the Board for a term expiring May 15, 2000.
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").
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 the 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 the
Fund in a way that conforms with the Fund's investment policies. Specifically,
INVESCO is responsible for:
o managing the investment and reinvestment of all the assets of the Fund, and
executing all purchases and sales of portfolio securities;
o maintaining a continuous investment program for the Fund, consistent with (i)
the 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 Fund, 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 Fund, unless
otherwise directed by the directors of the Company, and executing
transactions accordingly;
o providing the Fund the benefit of all of the investment analysis and
research, the reviews of current economic conditions and trends, and the
consideration of a long-range investment policy now or hereafter generally
available to the investment advisory customers of the INVESCO;
o determining what portion of the 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 the Fund's
portfolio securities shall be exercised.
<PAGE>
INVESCO also performs all of the following services for the Fund:
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 Fund
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 Fund's 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 Fund)
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 Fund under the 1940 Act
The Agreement currently calls for the Fund to pay INVESCO 0.60% of the
first $350 million of the Fund's average net assets, 0.55% of the next $350
million of the Fund's net assets, 0.50% of the Fund's average net assets from
$700 million, 0.45% of the Fund's average net assets from $2 billion, 0.40% of
the Fund's average net assets from $4 billion, 0.375% of the fund's average net
assets from $6 billion, and 0.35% of the Fund's average net assets over $8
billion.
PROPOSAL 1: TO APPROVE AN AMENDMENT TO THE INVESTMENT ADVISORY
CONTRACT WHICH CHANGES THE INVESTMENT ADVISORY FEE SCHEDULE.
The Proposal calls for an amendment to the Agreement whereby the Fund
would pay INVESCO for investment advisory services at a rate of 0.75% of the
first $1 billion of the Fund's average net assets, 0.60% of the Fund's average
net assets in excess of $1 billion up to $2 billion, 0.45% of the Fund's average
net assets in excess of $2 billion up to $4 billion, 0.40% of the Fund's average
net assets in excess of $4 billion up to $6 billion; 0.375% of the Fund's
average net assets in excess of $6 billion up to $8 billion, and 0.35% of the
Fund's average net assets in excess of $8 billion. The investment management fee
may be increased only with shareholder approval.
The only other provision of the Agreement that will change is the initial
term of the new agreement, which will commence on the date of approval by
shareholders and will continue for a period of two years. A copy of the proposed
new investment advisory agreement is attached as Exhibit A to this proxy
statement.
<PAGE>
DISCUSSION
The primary purposes of the proposed amendment are to position the Fund,
with respect to the advisory fees, comparably with its peers, to more closely
match the fees charged by the adviser to the actual expenses incurred by INVESCO
in managing the Fund, and to reduce, over time, the historic subsidization of
the Fund by INVESCO.
COMPARISON TO PEER GROUP Lipper Inc. ("Lipper"), an independent,
nationally recognized fund analysis organization, conducted a study of funds
comparable to the Fund. Lipper categorizes the Fund as a "variable annuity
capital appreciation fund.
At February 28, 1999, there were 14 funds, including the Fund, in that
Lipper category. At a hypothetical asset level of $25 million, the median
investment advisory fee for the category, pursuant to each fund's investment
advisory agreement, was 0.757%. The investment advisory fee for the Fund, at the
hypothetical $25 million asset level, was 0.615%. The Fund had the third lowest
investment advisory fees of the 14 funds analyzed by Lipper. Given INVESCO's
historic subsidization of the Fund (discussed below), the Board recommends that
the investment advisory fee structure be increased to conform more closely to
the average of the Fund's peers at lower asset levels.
ACTUAL TOTAL OPERATING EXPENSES The Fund's total operating expenses are in
three categories: the investment advisory fee, which is described above; the
administrative services fee; and the transfer agency fee. Pursuant to an
Administrative Services Agreement between the Company and INVESCO, INVESCO
provides administrative services to each fund within the Company, including
sub-accounting and recordkeeping services and functions. For such services, the
Fund pays INVESCO a fee consisting of a base fee of $10,000 per year, plus an
additional incremental fee computed at the annual rate of 0.015% of the average
net assets of the Fund, plus an additional 0.25% per year of new assets accrued
after July 8, 1998. INVESCO is also paid a fee by the Fund for providing
transfer agent services, including acting as the Company's registrar, transfer
agent and dividend disbursing agent. A Transfer Agency Agreement provides that
the Fund pays INVESCO an annual fee of $5,000. This fee is paid monthly at the
rate of 1/12 of the annual fee. During the fiscal year ended December 31, 1998,
the Company paid INVESCO total compensation of $16,694 for all such services.
For the year ended December 31, 1998, the Fund had approximately $308,000
in assets. Therefore, the fixed portions of the administrative and transfer
agency fees described in the preceding paragraph represent a significant
proportion of the Fund's total expenses. To keep the Fund competitive with its
peers, INVESCO absorbs substantially all of the fixed segment of the
administrative and transfer agency expenses of the Fund, as well as a percentage
of the investment management expenses.
At this time, INVESCO expects to continue absorbing the bulk of the Fund's
expenses. For the year ended December 31, 1998, the Fund's total operating
expenses were 15.01% comprised of the 0.60% investment advisory fee, and 14.41%
of other operating expenses. However, after voluntary absorption of a
significant portion of these other operating expenses, the Fund actually paid
total operating expenses of less than 1.45%. INVESCO and the Company have agreed
that the voluntary expense limit of the Fund will remain at 1.15% at least
through May 2000. With approval of the Board, the voluntary expense limit may be
increased at any time after that.
<PAGE>
In dollar terms, INVESCO absorbed $36,773 in expenses in the year ended
December 31, 1999. This figure represents 90.15% of the Fund's total operating
expenses for that year. The table below illustrates the investment advisory and
other fees, as a percentage of the Fund's average net assets, paid by the Fund
to INVESCO, for the year ending December 31, 1998. The table also illustrates
the hypothetical investment advisory and other fees, as a percentage of the
Fund's total assets, if the Proposal had been adopted for that period.
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COMPARISON OF ACTUAL AND PRO FORMA EXPENSE RATIOS
BASED ON 1998 AVERAGE NET ASSETS THROUGH DECEMBER 31, 1998
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VIF - DYNAMICS FUND 1998 PRO FORMA 1998 ACTUAL
EXPENSE RATIO EXPENSE RATIO
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Management Fees 0.75% 0.60%
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Distribution and Service None None
(12b-1) Fees
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Other Expenses(1)(2)(3) 14.41% 14.41%
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Total Annual Fund Operating 15.16% 15.01%
Expenses(1)(2)(3)
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(1)Certain expenses of the Fund are being absorbed voluntarily by INVESCO
pursuant to a commitment to the Fund. With regard to the "1998 Pro Forma
Expense Ratio", after absorption, the Fund's "Other Expenses" and "Total
Annual Fund Operating Expenses" would be 0.85% and 1.60% respectively. With
regard to the "1998 Actual Expense Ratio", after absorption, the Fund's
"Other Expenses" and "Total Annual Fund Operating Expenses" would be 0.85%
and 1.45% respectively.
(2)The Fund's "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.
The following Example is intended to help you understand the cost of
investing in the Fund, under its current fee structure and under the proposed
fee structure. 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, without the absorption of
expenses, would have been:
<PAGE>
The following table reflects the costs without the absorption of expenses: (1)
1 year 3 years 5 years 10 years
1998
Proposed $1,439 $3,893 $5,874 $9,312
Actual $1,426 $3,864 $5,838 $9,283
The chart below shows the dollar amounts paid by the Fund to INVESCO
during the last fiscal year and the dollar amounts that the Fund would have paid
to INVESCO if the proposed investment advisory fee structure had been in effect.
The table also shows the expenses absorbed by INVESCO in dollars.
================================================================================
1998 Actual 1998 Proposed Percentage 1998 Total Expense
(unaudited) Change Absorption
================================================================================
$1,652 $2,072 0.15% $36,773 (Actual)
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INVESCO believes that recent marketing efforts on behalf of the Fund will
substantially increase the level of assets in the Fund and reduce its fixed
expenses as a percentage of total operating expenses over time. However, INVESCO
believes that despite economies of scale that may accompany increased asset
levels, the Fund will continue to require significant absorption of fees by
INVESCO for the foreseeable future.
SIMILAR INVESTMENT COMPANY MANAGED BY INVESCO
INVESCO manages an investment company with an investment objective
substantially identical to the investment objective of the Fund. This fund,
INVESCO Dynamics Fund, is referred to as a "retail" open-end investment company,
commonly called a mutual fund. Unlike the Fund, INVESCO Dynamics Fund is not
sold as part of an insurance or annuity contract; instead, it is sold to
individual investors.
The investment advisory fee schedule for INVESCO Dynamics Fund is
identical to the current schedule for the Fund. However, INVESCO Dynamics Fund,
which was founded in 1967, and has had 32 of years to build its asset base, is
significantly larger than the Fund and therefore obtains significant economies
of scale.
INVESCO believes that it is unreasonable for the Fund to continue with a
fee structure identical to its much larger retail counterpart. For the year
ended April 30, 1999, INVESCO Dynamics Fund had $2,044,321,016 in assets,
meaning INVESCO Dynamics Fund is approximately 6.637 times larger than the Fund.
For that period, the investment advisory fee for INVESCO Dynamics Fund was 0.54%
of average net assets. INVESCO believes that it would be desirable and
beneficial for shareholders if the Fund were to reach the asset levels of its
retail counterpart, and obtain similar economies of scale. However, it is
unlikely that the Fund will reach such asset levels in the foreseeable future,
even with the marketing efforts currently underway.
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(1) The following table reflects the costs with the absorption of expenses:
1 year 3 years 5 years 10 years
1998
Proposed $168 $505 $871 $1,900
Actual $148 $459 $792 $1,735
<PAGE>
INFORMATION CONCERNING ADVISER,
DISTRIBUTOR AND AFFILIATED COMPANIES
INVESCO, a Delaware corporation, serves as the Fund's investment adviser
and provides other services to the Fund and the Company. INVESCO Distributors,
Inc., a Delaware corporation that serves as the Fund's distributor ("IDI"), is a
wholly owned subsidiary of INVESCO. INVESCO is a wholly owned subsidiary of
INVESCO North American Holdings, Inc. ("INAH"), 1315 Peachtree Street, N.E.,
Atlanta, Georgia 30309. INAH is an indirect wholly owned subsidiary of AMVESCAP
PLC.(2) The corporate headquarters of AMVESCAP PLC are located at 11
Devonshire Square, London, EC2M 4YR, England. INVESCO's and IDI's offices are
located at 7800 East Union Avenue, Denver, Colorado 80237. INVESCO currently
serves as investment adviser of ten open-end investment companies having
approximate aggregate net assets in excess of $24 billion as of July 31, 1999.
The principal executive officers and directors of INVESCO and their
principal occupations are:
Mark H. Williamson(3), Chairman of the Board, President and Chief
Executive Officer, also, Chairman of the Board, President and Chief Executive
Officer of IDI; Charles P. Mayer, Director and Senior Vice President, also,
Senior Vice President and Director of IDI; Ronald L. Grooms, Director, Senior
Vice-President and Treasurer, also, Director, Senior Vice-President and
Treasurer of IDI; and Glen A. Payne, Senior Vice-President, Secretary and
General Counsel, also Senior Vice-President, Secretary and General Counsel of
IDI; Richard W. Healey, Senior Vice President and Director, also Senior Vice
President and Director of IDI; and Timothy J. Miller, Senior Vice President and
Director, also Director of IDI.All of the officers and directors of the Company
hold comparable positions with the following INVESCO Funds: INVESCO Stock
Funds, Inc.; INVESCO Bond Funds, Inc.; INVESCO Combination Stock and Bond
Funds, Inc.; INVESCO International Funds, Inc.; INVESCO Money Market Funds,
Inc.; INVESCO Specialty Funds, Inc.; INVESCO Sector Funds, Inc.; INVESCO Tax-
Free Funds, Inc.; and INVESCO Treasurers' Series Funds, Inc. As of December
31, 1998, there were 670,023,406 allotted, called up and fully paid
shares of AMVESCAP PLC shares outstanding. On that date, directors of
the Company collectively owned less than 1% of the outstanding
shares of AMVESCAP PLC.
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(2) The intermediary companies between INAH and AMVESCAP PLC are as follows:
INVESCO, Inc., INVESCO Group Services, Inc. and INVESCO North American Group,
Ltd., each of which is wholly owned by its immediate parent.
(3) Mr. Williamson also serves as President, Chief Executive Officer & Director
of the Company. Mr. Charles Brady, Chairman of the Board of the Company, is the
Executive Chairman of the Board of AMVESCAP PLC.
<PAGE>
The address of each of the foregoing officers and directors is 7800 East
Union Avenue, Denver, Colorado 80237.
PRINCIPAL SHAREHOLDERS
As of August 4, 1999, the following persons owned 10% or more of the
outstanding shares of the Fund. 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:
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Name and Address Basis of Ownership Percentage Owned
(Record/Beneficial)
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INVESCO Funds Group, Inc.
Attn. Sheila Wendland Record 90.94%
P.O. Box 173706
Denver, CO 80217-3706
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REQUIRED VOTE. Approval of the Proposal with respect to the Fund requires
the affirmative vote of a "majority of the outstanding voting securities" of the
Fund, which for this purpose means the affirmative vote of the lesser of (i) 67%
or more of the shares of the Fund present at the Meeting or represented by proxy
if more than 50% of the outstanding shares of the Fund are so present or
represented, or (ii) more than 50% of the outstanding shares of the Fund.
SHAREHOLDERS WHO VOTE "FOR" THE PROPOSAL WILL VOTE "FOR" THE PROPOSED CHANGE
DESCRIBED ABOVE. THOSE SHAREHOLDERS WHO WISH TO VOTE AGAINST THE PROPOSED CHANGE
DESCRIBED ABOVE MAY DO SO ON THE PROXY PROVIDED. ONLY THE SPECIFIC PROPOSED
CHANGE APPROVED BY THE REQUIRED VOTE WILL BECOME EFFECTIVE.
INVESCO OWNS 90.94% OF THE SHARES OF THE FUND. INVESCO WILL VOTE ITS
SHARES IN FAVOR OF THE PROPOSAL. THEREFORE, WITH INVESCO VOTING ITS SHARES OF
THE FUND IN FAVOR OF THE PROPOSAL, NO ADDITIONAL SHARES WILL HAVE TO VOTE IN
FAVOR OF THE PROPOSAL IN ORDER TO APPROVE IT AT THE MEETING.
The Board of Directors, including all of the Independent Directors, has
unanimously concluded that the Proposal is in the best interests of the Fund and
its shareholders. During its deliberations, the Board had the opportunity to
consult with its own outside counsel and consider written materials provided by
INVESCO and third parties. Among the factors considered by the Board were the
higher investment advisory fees charged by other comparable funds in the Fund's
peer group; the historic subsidization of the Fund by INVESCO; the fact that
such subsidy was likely to continue at high levels for the foreseeable future;
and the fact that the voluntary expense cap applicable to the Fund will not be
changed without consultation with the Board.
<PAGE>
THE BOARD UNANIMOUSLY RECOMMENDS THAT SHAREHOLDERS VOTE
"FOR" THE PROPOSAL.
The Company does not hold annual meetings of shareholders. Shareholders wishing
to submit proposals for inclusion in a proxy statement and form of proxy for a
subsequent shareholders' meeting should send their written proposals to the
Secretary of the Company, 7800 East Union Avenue, Denver, Colorado 80237. The
Company has not received any shareholder proposals to be presented at this
meeting.
OTHER BUSINESS
The Board knows of no other business to be brought before the Meeting. If,
however, any other matters properly come before the Meeting, it is the intention
that proxies that do not contain specific instructions to the contrary will be
voted on such matters in accordance with the judgment of the persons designated
in the proxies.
By Order of the Board of Directors,
/s/ Glen A. Payne
-----------------
Glen A. Payne
Secretary
INVESCO Variable Investment Funds, Inc.
August 16, 1999
<PAGE>
Exhibit A
INVESTMENT ADVISORY AGREEMENT
THIS AGREEMENT is made this 30th day of August, 1999, Denver, Colorado, by
and between INVESCO Funds Group, Inc. (the "Adviser"), a Delaware corporation,
and INVESCO Variable Investment Funds, Inc., a Maryland corporation (the
"Company").
WITNESSETH:
WHEREAS, the Company is a corporation organized under the laws of the State
of Maryland; and
WHEREAS, the Company is registered under the Investment Company Act of 1940,
as amended (the "Investment Company Act"), as a diversified, open-end management
investment company and has one class of shares (the "Shares"), which is divided
into ten series, each representing an interest in a separate portfolio of
investments (such series initially being the INVESCO VIF-Blue Chip Growth Fund,
INVESCO VIF- Dynamics Fund, INVESCO VIF-Equity Income Fund, INVESCO VIF -
Financial Services Fund, INVESCO VIF-Health Sciences Fund, INVESCO VIF-High
Yield Fund, INVESCO VIF - Market Neutral Fund, INVESCO VIF-Realty Fund, INVESCO
VIF- Small Company Growth Fund, INVESCO VIF-Technology Fund, INVESCO VIF
Telecommunications Fund, INVESCO VIF-Total Return Fund and INVESCO VIF-Utilities
Fund (the "Funds")); and
WHEREAS, the Company desires that the Adviser manage its investment
operations and the Adviser desires to manage said operations;
NOW, THEREFORE, in consideration of these premises and of the mutual
covenants and agreements hereinafter contained, the parties hereto agree as
follows:
1. INVESTMENT MANAGEMENT SERVICES. The Adviser hereby agrees to manage the
investment operations of the Company and its Funds, subject to the terms of this
Agreement and to the supervision of the Company's directors (the "Directors").
The Adviser agrees to perform, or arrange for the performance of, the following
specific services for the Company:
(a) to manage the investment and reinvestment of all the assets, now
or hereafter acquired, of the Company and the Funds of the Company;
(b) to maintain a continuous investment program for the Company and each
Fund of the Company, consistent with (i) the Company's and each 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 Company or any Fund of the Company, 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;
<PAGE>
(c) to determine what securities are to be purchased or sold for the
Company and its Funds, unless otherwise directed by the Directors of the
Company, and to execute transactions accordingly;
(d) to provide to the Company and the Funds of the Company the benefit of
all of the investment analyses 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
Adviser;
(e) to determine what portion of the Company and each Fund of the Company
should be invested in common stocks, preferred stocks, Government
obligations, commercial paper, certificates of deposit, bankers' acceptances,
variable amount notes, corporate debt obligations, and any other authorized
securities;
(f) to make recommendations as to the manner in which voting rights, rights
to consent to Company and/or Fund action and any other rights pertaining to
the Company's portfolio securities shall be exercised; and
(g) to calculate the net asset value of the Company and each Fund, as
applicable, as required by the 1940 Act, subject to such procedures as may be
established from time to time by the Company's Directors, based upon the
information provided to the Adviser by the Company or by the custodian,
co-custodian or sub-custodian of the Company's or any of the Funds' assets
(the "Custodian") or such other source as designated by the Directors from
time to time.
With respect to execution of transactions for the Company and for the Funds,
the Adviser shall place, or arrange for the placement of, all orders for the
purchase or sale of portfolio securities with brokers or dealers selected by the
Adviser. In connection with the selection of such brokers or dealers and the
placing of such orders, the Adviser is directed at all times to obtain for the
Company and the Funds the most favorable execution and price; after fulfilling
this primary requirement of obtaining the most favorable execution and price,
the Adviser is hereby expressly authorized to consider as a secondary factor in
selecting brokers or dealers with which such orders may be placed whether such
firms furnish statistical, research and other information or services to the
Adviser. Receipt by the Adviser of any such statistical or other information and
services should not be deemed to give rise to any requirement for adjustment of
the advisory fee payable pursuant to paragraph 4 hereof. The Adviser may follow
a policy of considering sales of variable annuity or variable life insurance
contracts for which the Company serves as an investment vehicle as a factor in
the selection of broker/dealers to execute portfolio transactions, subject to
the requirements of best execution discussed above.
<PAGE>
The Adviser shall for all purposes herein provided be deemed to be an
independent contractor.
2. ALLOCATION OF COSTS AND EXPENSES. The Adviser shall reimburse the Fund
monthly for any salaries paid by the Company to officers, Directors, and
full-time employees of the Company who also are officers, general partners or
employees of the Adviser or its affiliates. Except for such sub-accounting,
recordkeeping, and administrative services which are to be provided by the
Adviser to the Company under the Administrative Services Agreement between the
Company and the Adviser dated February 28, 1997, which was approved on November
5, 1996, by the Company's board of directors, including all of the independent
directors, at the Company's request the Adviser shall also furnish to the
Company, at the expense of the Adviser, such competent executive, statistical,
administrative, internal accounting and clerical services as may be required in
the judgment of the Directors of the Company. These services will include, among
other things, the maintenance (but not preparation) of the Company's accounts
and records, and the preparation (apart from legal and accounting costs) of all
requisite corporate documents such as tax returns and reports to the Securities
and Exchange Commission and Company shareholders. The Adviser also will furnish,
at the Adviser's expense, such office space, equipment and facilities as may be
reasonably requested by the Company from time to time.
Except to the extent expressly assumed by the Adviser herein and except to
the extent required by law to be paid by the Adviser, the Company shall pay all
costs and expenses in connection with the operations and organization of the
Company. Without limiting the generality of the foregoing, such costs and
expenses payable by the Company include the following:
(a) all brokers' commissions, issue and transfer taxes, and other costs
chargeable to the Company and any Fund in connection with securities
transactions to which the Company or any Fund is a party or in connection
with securities owned by the Company or any Fund;
(b) the fees, charges and expenses of any independent public accountants,
custodian, depository, dividend disbursing agent, dividend reinvestment
agent, transfer agent, registrar, independent pricing services and legal
counsel for the Company or for any Fund;
(c) the interest on indebtedness, if any, incurred by the Company or
any Fund;
(d) the taxes, including franchise, income, issue, transfer, business
license, and other corporate fees payable by the Company or any Fund to
federal, state, county, city, or other governmental agents;
(e) the fees and expenses involved in maintaining the registration and
qualification of the Company and of its shares under laws administered by the
Securities and Exchange Commission or under other applicable regulatory
requirements, including the preparation and printing of prospectuses and
statements of additional information;
<PAGE>
(f) the compensation and expenses of its Directors;
(g) the costs of printing and distributing reports, notices of
shareholders' meetings, proxy statements, dividend notices, prospectuses,
statements of additional information and other communications to the
Company's shareholders, as well as all expenses of shareholders' meetings and
Directors' meetings;
(h) all costs, fees or other expenses arising in connection with the
organization and filing of the Company's Articles of Incorporation, including
its initial registration and qualification under the 1940 Act and under the
Securities Act of 1933, as amended, the initial determination of its tax
status and any rulings obtained for this purpose, the initial registration
and qualification of its securities under the laws of any state and the
approval of the Company's operations by any other federal or state authority;
(i) the expenses of repurchasing and redeeming shares of the Company;
(j) insurance premiums;
(k) the costs of designing, printing, and issuing certificates representing
shares of beneficial interest of the Company;
(l) extraordinary expenses, including fees and disbursements of Company
counsel, in connection with litigation by or against the Company or any Fund;
(m) premiums for the fidelity bond maintained by the Company pursuant to
Section 17(g) of the 1940 Act and rules promulgated thereunder (except for
such premiums as may be allocated to the Adviser as an insured thereunder);
(n) association and institute dues; and
(o) the expenses, if any, of distributing shares of the Company paid by the
Company pursuant to a Plan and Agreement of Distribution adopted under Rule
12b-1 of the Investment Company Act of 1940.
3. USE OF AFFILIATED COMPANIES. In connection with the rendering of the
services required to be provided by the Adviser under this Agreement, the
Adviser may, to the extent it deems appropriate and subject to compliance with
the requirements of applicable laws and regulations, and upon receipt of written
approval of the Company, make use of its affiliated companies and their
employees; provided that the Adviser shall supervise and remain fully
responsible for all such services in accordance with and to the extent provided
by this Agreement and that all costs and expenses associated with the providing
of services by any such companies or employees and required by this Agreement to
be borne by the Adviser shall be borne by the Adviser or its affiliated
companies.
<PAGE>
4. COMPENSATION OF THE ADVISER. For the services to be rendered and the
charges and expenses to be assumed by the Adviser hereunder, the Company shall
pay to the Adviser an advisory fee which will be computed on a daily basis and
paid as of the last day of each month, using for each daily calculation the most
recently determined net asset value of each Fund of the Company, as determined
by valuations made in accordance with the Company's procedure for calculating
the Funds' net asset value as described in the Fund's Prospectus and/or
Statement of Additional Information. For the INVESCO VIF-Blue Chip Growth Fund,
the advisory fee is computed at the annual rate of 0.85% of the first $500
million of the Fund's average net assets; 0.75% of the next $500 million of the
Fund's average net assets; 0.65% of the Fund's average net assets from $1
billion; 0.45% of the Fund's average net assets from $2 billion; 0.40% of the
Fund's average net assets from $4 billion; 0.375% of the Fund's average net
assets from $6 billion; and 0.35% of the Fund's average net assets from $8
billion. On an annual basis the advisory fee applicable to each Fund shall be as
follows: For the INVESCO VIF-Dynamics Fund, the advisory fee is computed at the
annual rate of 0.75% of the first $1 billion of the Fund's average net assets;
0.60% of the next $1 billion of the Fund's average net assets; 0.45% of the
Fund's average net assets from $2 billion; 0.40% of the Fund's average net
assets from $4 billion; 0.375% of the Fund's average net assets from $6 billion;
and 0.35% of the Fund's average net assets from $8 billion. For the INVESCO
VIF-Equity Income Fund and the INVESCO VIF-Total Return Fund, the advisory fee
is computed at the annual rate of 0.75% of the first $500 million of each Fund's
average net assets; 0.65% of the next $500 million of each Fund's average net
assets; 0.55% of the Fund's average net assets from $1 billion; 0.45% of each
Fund's average net assets from $2 billion; 0.40% of each Fund's average net
assets from $4 billion; 0.375% of each Fund's average net assets from $6
billion; and 0.35% of each Fund's average net assets from $8 billion. For the
INVESCO VIF - Financial Services Fund, INVESCO VIF - Market Neutral Fund and
INVESCO VIF - Telecommunications Fund, the advisory fee is computed at the
annual rate of 0.75% of each Fund's average net assets. For the INVESCO VIF-High
Yield Fund and the INVESCO VIF-Utilities Fund, the advisory fee is computed at
the annual rate of 0.60% of the first $500 million of each Fund's average net
assets; 0.55% of the next $500 million of each Fund's average net assets; 0.45%
of each Fund's average net assets from $1 billion; 0.40% of each Fund's average
net assets from $4 billion; 0.375% of each Fund's average net assets from $6
billion; and 0.35% of each Fund's average net assets from $8 billion. For the
INVESCO VIF-Small Company Growth Fund, INVESCO VIF-Health Sciences Fund and
INVESCO VIF-Technology Fund, the advisory fee is computed at the annual rate of
0.75% of the first $350 million of each Fund's average net assets; 0.65% of the
next $350 million of each Fund's average net assets; 0.55% of each Fund's
average net assets from $700 million; 0.45% of each Fund's average net assets
from $2 billion; 0.40% of each Fund's average net assets from $4 billion; 0.375%
of each Fund's average net assets from $6 billion; and 0.35% of each Fund's
average net assets from $8 billion. For the INVESCO VIF-Realty Fund, the
advisory fee is computed at the annual rate of 0.90% of the first $500 million
of the Fund's average net assets; 0.75% of the next $500 million of the Fund's
average net assets; 0.65% of the Fund's average net assets from $1 billion;
0.45% of the Fund's average net assets from $2 billion; 0.40% of the Fund's
average net assets from $4 billion; 0.375% of the Fund's average net assets from
$6 billion; and 0.35% of the Fund's average net assets from $8 billion.
<PAGE>
During any period when the determination of the Funds' net asset value is
suspended by the Directors of the Company, the net asset value of a share of the
Funds as of the last business day prior to such suspension shall, for the
purpose of this Paragraph 4, 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 Adviser with respect to any assets of the Company or any
Fund thereof which may be invested in any other investment company for which the
Adviser serves as investment adviser. The fee provided for hereunder shall be
prorated in any month in which this Agreement is not in effect for the entire
month.
If, in any given year, the sum of a Fund's expenses exceeds the most
restrictive state imposed annual expense limitation (if, and to the extent that,
any such limitation is applicable to the Company), the Adviser will be required
to reimburse the Fund for such excess expenses promptly. Interest, taxes and
extraordinary items such as litigation costs are not deemed expenses for
purposes of this paragraph and shall be borne by the Company or such Fund in any
event. Expenditures, including costs incurred in connection with the purchase or
sale of portfolio securities, which are capitalized in accordance with generally
accepted accounting principles applicable to investment companies, are accounted
for as capital items and shall not be deemed to be expenses for purposes of this
paragraph.
5. AVOIDANCE OF INCONSISTENT POSITIONS AND COMPLIANCE WITH LAWS. In
connection with purchases or sales of securities for the investment portfolio of
the Company or any Fund, neither the Adviser nor its officers or employees will
act as a principal or agent for any party other than the Company or any Fund or
receive any commissions. The 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.
6. DURATION AND TERMINATION. This Agreement shall become effective as of the
date it is approved by a majority of the outstanding voting securities of the
Funds of the Company, and unless sooner terminated as hereinafter provided,
shall remain in force for an initial term ending two years from the date of
execution, and from year to year thereafter, but only as long as such
continuance is specifically approved at least annually (i) by a vote of a
majority of the outstanding voting securities of the Funds of the Company or by
the Directors of the Company, and (ii) by a majority of the Directors of the
Company who are not interested persons of the Adviser or the Company by votes
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 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 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.
<PAGE>
This Agreement may, on 60 days' prior written notice, be terminated without
the payment of any penalty, by the Directors of the Company, or by the vote of a
majority of the outstanding voting securities of the Company 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 Adviser. This Agreement shall immediately
terminate in the event of its assignment, unless an order is issued by the
Securities and Exchange Commission conditionally or unconditionally exempting
such assignment from the provisions of Section 15(a) of the 1940 Act, in which
event this Agreement shall remain in full force and effect subject to the terms
and provisions of said order. In interpreting the provisions of this paragraph
6, the definitions contained in Section 2(a) of the 1940 Act and the applicable
rules under the 1940 Act (particularly the definitions of "interested person,"
"assignment" and "vote of a majority of the outstanding voting securities")
shall be applied.
The 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 Adviser to
receive payments on any unpaid balance of the compensation described in
paragraph 4 earned prior to such termination.
7. NON-EXCLUSIVE SERVICES. The Adviser shall, during the term of this
Agreement, be entitled to render investment advisory services to others,
including, without limitation, other investment companies with similar
objectives to those of the Company or any Fund of the Company. The Adviser may,
when it deems such to be advisable, aggregate orders for its other customers
together with any securities of the same type to be sold or purchased for the
Company or any Fund in order to obtain best execution and lower brokerage
commissions. In such event, the Adviser shall allocate the shares so purchased
or sold, as well as the expenses incurred in the transaction, in the manner it
considers to be most equitable and consistent with its fiduciary obligations to
the Company or any Fund and the Adviser's other customers.
8. LIABILITY. The Adviser shall have no liability to the Company or any Fund
or to the Company's shareholders or creditors, for any error of judgment,
mistake of law, or for any loss arising out of any investment, nor for any other
act or omission, in the performance of its obligations to the Company or any
Fund not involving willful misfeasance, bad faith, gross negligence or reckless
disregard of its obligations and duties hereunder.
<PAGE>
9. MISCELLANEOUS PROVISIONS.
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.
AMENDMENTS HEREOF. No provision of this Agreement may be changed, waived,
discharged or terminated orally, but only by an instrument in writing signed by
the Company and the Adviser, and no material amendment of 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 any Fund of the Company
affected by such amendment; provided, however, that this paragraph shall not
prevent any immaterial amendment(s) to this Agreement, which amendment(s) may be
made without shareholder approval, if such amendment(s) are made with the
approval of (1) the Directors and (2) a majority of the Directors of the Company
who are not interested persons of the Adviser or the Company. 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.
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.
APPLICABLE LAW. This Agreement shall be construed in accordance with the laws
of the State of Colorado and the applicable provisions of the 1940 Act. To the
extent that the applicable laws of the State of Colorado, or any of the
provisions herein, conflict with applicable provisions of the 1940 Act, the
latter shall control.
<PAGE>
IN WITNESS WHEREOF, the Adviser and the Company each has caused this
Agreement to be duly executed on its behalf by an officer thereunto duly
authorized, the day and year first above written.
INVESCO VARIABLE INVESTMENT FUNDS, INC.
By: _____________________________
Mark H. Williamson, President
ATTEST:
________________________
Glen A. Payne, Secretary
INVESCO FUNDS GROUP, INC.
By: _______________________________________
Ronald L. Grooms, Senior Vice President
ATTEST:
________________________
Glen A. Payne, Secretary
<PAGE>
TO BE SURE YOU ARE REPRESENTED, PLEASE SIGN, DATE AND RETURN PROMPTLY.
INVESCO VIF - DYNAMICS FUND
PROXY FOR THE SPECIAL MEETING OF SHAREHOLDERS
August 30, 1999
The undersigned hereby appoints Mark Williamson and Glen A. Payne, and each of
them, proxy for the undersigned, with the power of substitution, to vote with
the same force and effect as the undersigned at the Special Meeting of
Shareholders of INVESCO VIF - Dynamics Fund (the "Fund"), to be held at 7800
East Union Avenue, Suite 800, Denver Colorado 80237, August 30, 1999, at 9:00
a.m., and at any adjournment thereof, upon the matters set forth below, all in
accordance with and as more fully described in the Notice of Special Meeting and
Proxy Statement, dated August 16, 1999, receipt of which is hereby acknowledged.
This proxy, when properly executed, will be voted in the manner directed herein
by the undersigned shareholder. IF NO DIRECTION IS MADE, THIS PROXY WILL BE
VOTED FOR THE PROPOSAL.
- --------------------------------------------------------------------------------
PLEASE MARK, SIGN, DATE, AND RETURN THIS PROXY IN THE ACCOMPANYING ENVELOPE AS
SOON AS POSSIBLE. THANK YOU.
- --------------------------------------------------------------------------------
Please sign exactly as name appears hereon. If stock is held in the name of
joint owners, each should sign. Attorneys-in-fact, executors, administrators,
etc.. should so indicate. If shareholder is a corporation or partnership,
please sign in full corporate or partnership name by authorized person.
- ------------------------------------------------------------------------------
HAS YOUR ADDRESS CHANGED? DO YOU HAVE ANY COMMENTS?
_______________________________ _____________________________
_______________________________ _____________________________
_______________________________ _____________________________
<PAGE>
[X] PLEASE MARK VOTES
AS IN THIS EXAMPLE
INVESCO VIF - DYNAMICS FUND
THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS
Mark box at right if an address change or comment has been noted on the reverse
side of this card. [ ]
------------------------------
Please be sure to sign and date this Proxy Date:
- --------------------------------------------------------------------------------
Shareholder sign here Co-owner sign here
- --------------------------------------------------------------------------------
For Withhold
PROPASAL TO APPROVE
AN AMENDMENT TO THE [ ] [ ]
INVESTMENT ADVISORY
CONTRACT WHICH
CHANGES THE
INVESTMENT ADVISORY
FEE SCHEDULE.
In their discretion, the Proxies are authorized to vote upon such other
business as may properly come before the meeting or any adjournment thereof.
