INVESCO VARIABLE INVESTMENT FUNDS INC, 485APOS, 2000-02-18

INVESCO VARIABLE INVESTMENT FUNDS INC
485APOS, 2000-02-18

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As filed on February 18, 2000 File No. 033-70154

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

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 X
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Pre-Effective Amendment No.
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Post-Effective Amendment No. 20 X
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REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 X
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Amendment No. 21 X
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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
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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)
___ immediately upon filing pursuant to paragraph (b)
___ on ____________________ , pursuant to paragraph (b)
___ 60 days after filing pursuant to paragraph (a)(1)
X on April 18, 2000, 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>

PROSPECTUS | APRIL 30, 2000

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YOU SHOULD KNOW WHAT INVESCO KNOWS (TM)
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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, Strategies And Risks...........
Fund Performance.................................
Fees And Expenses................................
Investment Risks.................................
Risks Associated With Particular Investments.....
Temporary Defensive Positions....................
Portfolio Turnover...............................
Fund Management..................................
Portfolio Managers...............................
Share Price......................................
Taxes............................................
Dividends And Capital Gain Distributions.........
Voting Rights....................................
Financial Highlights.............................

[INVESCO ICON] INVESCO

The Securities and Exchange Commission has not approved or disapproved the
shares of this Fund. Likewise, the Commission 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 Goals & Strategies
[ARROWS ICON] Potential Investment Risks
[GRAPH ICON] Past Performance
[INVESCO ICON] Working With INVESCO
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[KEY ICON] [ARROWS ICON] INVESTMENT GOALS, STRATEGIES AND RISKS

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

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

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.

The Fund seeks to make an investment grow. It also seeks current income.
The Fund is actively managed. It invests primarily in equity securities that
INVESCO believes will rise in price faster than other securities, as well as in
options and other investments whose values are based upon the values of equity
securities. It can also invest in debt securities.

The Fund invests primarily in common stocks of large companies that, at the
time of purchase, have market capitalizations of more than $15 billion and that
have a history of consistent earnings growth regardless of the business cycle.
In addition, INVESCO tries to identify companies that have - or are expected to
have - growing earnings, revenues and strong cash flows. INVESCO also examines a
variety of industries and businesses, and seeks to purchase the securities of
companies that we believe are best situated to grow 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.

The Fund is managed in the growth style. At INVESCO, growth investing
starts with research from the "bottom up," and focuses on company fundamentals
and growth prospects.

We require that securities purchased for the Fund meet the following standards:
o Exceptional growth: The markets and industries they represent are growing
significantly faster than the economy as a whole.
o Leadership: They are leaders -- or emerging leaders -- in these markets,
securing their position through technology, marketing, distribution or
some other innovative means.
<PAGE>
o Financial validation: Their returns -- in the form of sales unit growth,
rising operating margins, internal funding and other factors --
demonstrate exceptional growth and leadership.

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 prices 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.

The Fund is subject to other principal risks such as potential conflicts,
liquidity, derivatives, options and futures, counterparty, interest rate,
duration, foreign securities, lack of timely information and credit risks. These
risks are described and discussed later in the Prospectus under the headings
"Investment Risks" and "Risks Associated With Particular Investments." An
investment in the Fund is not a deposit of any bank and is not insured or
guaranteed by the Federal Deposit Insurance Corporation ("FDIC") or any other
government agency. As with any mutual fund, there is always a risk that an
investment in the Fund can lose money.

[GRAPH ICON] FUND PERFORMANCE

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

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.

The chart below contains the following plot points:

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VIF- BLUE CHIP GROWTH FUND
ACTUAL ANNUAL TOTAL RETURN(1)
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1997 1998 1999

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Best Calendar Qtr 12/98 27.21%
Worst Calendar Qtr. 9/98 (7.30%)
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AVERAGE ANNUAL TOTAL RETURN(1)
AS OF 12/31/99
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1 YEAR SINCE INCEPTION

VIF- Blue Chip Growth Fund ______% _____%(2)
S&P 500 Index(3) ______% _____%
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<PAGE>
(1) Total return figures include reinvested dividends and capital gain
distributions, and include the effect of the Fund's expenses.
(2) The Fund commenced investment operations on August 25, 1997.
(3) 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.

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) ___%
----
Total Annual Fund Operating Expenses (1)(2)(3) ___%
====

(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 arrangement.

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

(3) Certain expenses of the Fund were absorbed voluntarily by INVESCO in
order to ensure that expenses for the Fund did not exceed 1.50% of the
Fund's average net assets pursuant to an agreement between the Fund and
INVESCO. This commitment may be changed at any time following
consultation with the board of directors. After absorption, the Fund's
Other Expenses and Total Annual Fund Operating Expenses for the fiscal year
ended December 31, 1999 were ____% and ____%, respectively, of the
Fund's average net assets.

EXAMPLE

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

The 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 that the Fund's operating expenses remain the same.
Although the actual costs and performance of the Fund may be higher or lower,
based on these assumptions your costs would have been:

1 year 3 years 5 years 10 years
$----- $----- $----- $-----

[ARROWS ICON] INVESTMENT RISKS

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>
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.

NOT INSURED. Mutual funds are not insured by the 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 and changes in the equity markets
as a whole.

[ARROWS 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. In general, the securities of large
businesses with outstanding securities worth $15 billion or more have less
volatility than those of mid-size businesses with outstanding securities worth
more than $2 billion or small businesses with outstanding securities worth less
than $2 billion.

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.

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,
described below.
<PAGE>

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.

COUNTERPARTY RISK

This is a risk associated primarily with repurchase agreements and some
derivatives transactions. It is the risk that the other party in the transaction
will not fulfill its contractual obligation to complete the transaction with the
Fund.

INTEREST RATE RISK

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 movements.

FOREIGN SECURITIES RISKS

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. Securities of Canadian
issuers and American Depository Receipts are not subject to this 25% limitation.

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.
<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.

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.

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.

The Fund generally invests in common stocks of large companies that, at the
time of purchase, have market capitalizations of more than $15 billion and 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.

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INVESTMENT RISKS
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<S> <C>
AMERICAN DEPOSITORY RECEIPTS (ADRS) Market, Information,
These are securities issued by U.S. banks that represent Political, Regulatory,
shares of foreign corporations held by those banks. Diplomatic, Liquidity
Although traded in U.S. securities markets and valued in and Currency Risks
U.S. dollars, ADRs carry most of the risks of investing
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>
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INVESTMENT RISKS
- -------------------------------------------------------------------------------------
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 settlement 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
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.

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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, Counterparty
used by the Fund to hedge against changes in foreign and Regulatory Risks
currency exchange rates when the Fund invests in foreign
securities. Does not reduce price fluctu ations in
foreign securities, or prevent losses if the prices of
those securities decline.
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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 may use futures contracts to provide liquidity
and to hedge portfolio value.
- -------------------------------------------------------------------------------------

OPTIONS
The obligation or right to deliver or receive a security Credit, Information,
or other instrument, index or com modity, or cash Liquidity and Options
payment depending on the price of the underlying 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. May be used in
Fund's portfolio to provide liquidity and hedge portfolio
value.
- -------------------------------------------------------------------------------------

OTHER FINANCIAL INSTRUMENTS
These may include forward contracts, swaps, caps, floors Counterparty, Credit,
and collars. They may be used to try to manage the Currency, Inter est
Fund's foreign currency exposure and other investment Rate, Liquidity, Market
risks, which can cause its net asset value to rise or and Regulatory Risks
fall. The Fund may use these finan cial instruments,
commonly known as "derivatives," to increase or
decrease its expo sure to changing securities prices,
interest rates, currency exchange rates or other factors.

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<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.
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RULE 144A SECURITIES
Securities that are not registered, but which are bought Liquidity
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>

[ARROWS 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, even though that is not the normal investment strategy of the Fund.
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.

[ARROWS ICON] PORTFOLIO TURNOVER

A portfolio turnover rate of 200%, for example, is equivalent to the Fund
buying and selling all of the securities in its portfolio two times in the
course of a year. A comparatively high turn-over rate may result in higher
brokerage commissions and taxable capital gain distributions to the Fund's
shareholders.

[INVESCO ICON] FUND MANAGEMENT

INVESTMENT ADVISER

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

INVESCO, located at 7800 East Union Avenue, Denver, Colorado, is the investment
adviser of the Fund. INVESCO was founded in 1932 and manages over $____ billion
for ______ shareholders of 45 INVESCO mutual funds. INVESCO performs a wide
variety of other services for the Funds, including administrative and transfer
agency functions (the processing of purchases, sales and exchanges of Fund
shares).

<PAGE>
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 ____% of its average annual net assets to INVESCO for its
advisory services in the fiscal year ended December 31, 1999.

[INVESCO ICON] PORTFOLIO MANAGERS

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

TRENT E. MAY, a vice president of INVESCO, is the lead portfolio manager of
the Fund. Before joining INVESCO in 1996, Trent was a senior equity analyst with
Munder Capital Management and a research assistant with SunBank Capital
Management. He is a Chartered Financial Analyst. Trent holds an M.B.A. from
Rollins College and a B.S. in Engineering from Florida Institute of Technology.

DOUGLAS J. MCELDOWNEY, a vice president of INVESCO, is the co-portfolio
manager of the Fund. Before joining INVESCO in 1999, Doug 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 is
a Chartered Financial Analyst and Certified Public Accountant. Doug 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 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 the regular trading day on that exchange
(normally, 4:00 p.m. Eastern 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.

Foreign securities exchanges, which set the prices for foreign securities
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>

[GRAPHS ICON] TAXES

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.

[GRAPHS 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

YEAR ENDED PERIOD ENDED
DECEMBER 31 DECEMBER 31
-------------------------------------------------
1999 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 INVESTMENT 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 $371 $266
Net Assets End of Period ($000 Omitted)
Ratio of Expenses to Average 1.57% 0.29%(f)
Net Assets(d)(e)
Ratio of Net Investment Income (0.07%) 1.45%(f)
to Average Net Assets(d)
Portfolio Turnover Rate 78% 12%(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 12.04% 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>

April 30, 2000

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 April 30, 2000 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 Prospectus, SAI, annual report or
semiannual report, 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. 20549-0102. This information can be
obtained by electronic request at the following E-mail address:
[email protected], or by calling 1-202-942-8090. The SEC file numbers for the
Fund are 811-8038 and 033-70154.

811-8038
<PAGE>

PROSPECTUS | April 30, 2000

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, Strategies And Risks............
Fund Performance..................................
Fees And Expenses.................................
Investment Risks..................................
Risks Associated With Particular Investments......
Temporary Defensive Positions.....................
Portfolio Turnover................................
Fund Management...................................
Portfolio Managers................................
Share Price.......................................
Taxes.............................................
Dividends And Capital Gain Distributions..........
Voting Rights.....................................
Financial Highlights..............................

[INVESCO ICON] INVESCO

<PAGE>

This Prospectus will tell you more about:

[KEY ICON] Investment Goals & Strategies

[ARROWS ICON] Potential Investment Risks

[GRAPH ICON] Past Performance

[INVESCO ICON] Working With INVESCO
- --------------------------------------------------------------------------------
[KEY ICON] [ARROWS ICON] INVESTMENT GOALS, STRATEGIES AND RISKS

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

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

The Fund seeks to make an investment grow. The Fund is actively managed. It
invests primarily in equity securities that INVESCO believes will rise in price
faster than other securities, as well as in options and other investments whose
values are based upon the values of equity securities. It can also invest in
debt securities, including so-called "junk bonds."

The Fund invests primarily in common stocks of mid-sized U.S. companies -
those with market capitalizations between $2 billion and $15 billion at the time
of purchase but also has the flexibility to invest in other types of securities,
including preferred stocks, convertivble securities and bonds. The core of the
Fund's portfolio is invested in securities of established companies that are
leaders in attractive growth markets with a history of strong returns. The
remainder of the portfolio is invested in securities of companies that show
accelerating growth, drive by product cycles, favorable industry or sector
conditions and other factors that INVESCO believes will lead to rapid sales or
earnings growth.

The Fund's strategy relies on 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. Consequently, the Fund's
investments are usually bought and sold relatively frequently.

The Fund is managed in the growth style. At INVESCO, growth investing
starts with research from the "bottom up," and focuses on company fundamentals
and growth prospects.
<PAGE>
We require that securities purchased for the Funds meet the following
standards:
o Exceptional growth: The markets and industries they represent are
growing significantly faster than the economy as a whole.
o Leadership: They are leaders -- or emerging leaders -- in these markets,
securing their position through technology, marketing, distribution or
some other innovative means.
o Financial validation: Their returns -- in the form of sales unit growth,
rising operating margins, internal funding and other factors -- demonstrate
exceptional growth and leadership.

While the Fund generally invests in mid-sized companies, the Fund sometimes
invests in the securities of smaller companies. The prices of these securities
tend to move up and down more rapidly than the securities prices of larger, more
established companies, and the price of Fund shares tends to fluctuate more than
it would if the Fund invested in the securities of larger companies.

The Fund is subject to other principal risks such as potential conflicts,
market, liquidity, derivatives, options and futures, counterparty, interest
rate, duration, foreign securities, lack of timely information and credit risks.
These risks are described and discussed later in the Prospectus under the
headings "Investment Risks" and "Risks Associated With Particular Investments."
An investment in the Fund is not a deposit of any bank and is not insured or
guaranteed by the Federal Deposit Insurance Corporation ("FDIC") or any other
government agency. As with any mutual fund, there is always a risk that an
investment in the Fund can lose money.

[GRAPH ICON] FUND PERFORMANCE

The bar chart below shows the Fund's actual yearly performance for the
years ended December 31 (commonly known as its "total return") since inception.
The table below shows average annual total returns for various periods ended
December 31 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 total return
and how its performance compared to a broad measure of market performance.
Remember, past performance does not indicate how the Fund will perform in the
future.

The chart below contains the following plot points:

- --------------------------------------------------------------------------------
VIF - DYNAMICS FUND
ACTUAL ANNUAL TOTAL RETURN(1)
- --------------------------------------------------------------------------------
1997 1998 1999

- --------------------------------------------------------------------------------
Best Calendar Qtr. 12/99 33.23%
Worst Calendar Qtr. 9/98 (19.95%)
- --------------------------------------------------------------------------------
<PAGE>
- -------------------------------------------------------------------------------
AVERAGE ANNUAL TOTAL RETURN(1)
as of 12/31/99
- --------------------------------------------------------------------------------
1 YEAR SINCE INCEPTION

VIF- Dynamics Fund ______% _____%(2)
S&P Mid Cap 400 Index(3) ______% _____%
- --------------------------------------------------------------------------------

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

(2) The Fund commenced investment operations on August 25, 1997.

(3) 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.

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) ___%
----
Total Annual Fund Operating Expenses (1)(2)(3) ___%
====

(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 arrangement.

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

(3) Certain expenses of the Fund were absorbed voluntarily by INVESCO in
order to ensure that expenses for the Fund did not exceed 1.15% of the
Fund's average net assets pursuant to an agreement between the Fund and
INVESCO. This commitment may be changed at any time following
consultation with the board of directors. After absorption, the Fund's
Other Expenses and Total Annual Fund Operating Expenses for the fiscal
year ended December 31, 1999 were ____% and ____%, respectively, of the
Fund's average net assets.

EXAMPLE

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

The 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 that the Fund's operating expenses remain the same.
Although the actual costs and performance of the Fund may be higher or lower,
based on these assumptions your costs would have been:
<PAGE>

1 year 3 years 5 years 10 years

$----- $----- $----- $-----

[ARROWS ICON] INVESTMENT RISKS

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:

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.

NOT INSURED. Mutual funds are not insured by the 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 and changes in the equity
markets as a whole.

[ARROWS ICON] RISKS ASSOCIATED WITH PARTICULAR INVESTMENTS

POTENTIAL CONFLICTS

MARKET RISK

LIQUIDITY RISK

The principal risk of investments in deriva tives 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,
described below.

OPTIONS AND FUTURES RISK

COUNTERPARTY RISK

INTEREST RATE RISK

DURATION RISK

FOREIGN SECURITIES RISK

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>
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.

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.

LACK OF TIMELY INFORMATION RISK

CREDIT 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) Market,
These are securities issued by U.S. banks that represent Information, Politi-
shares of foreign corporations held by those banks. Although cal, Regulatory,
traded in U.S. securities markets and valued in U.S. dollars, Diplomatic,
ADRs carry most of the risks of investing directly in foreign Liquidity and
securities. Currency Risks
- ------------------------------------------------------------------------------------------
<PAGE>
- ------------------------------------------------------------------------------------------
INVESTMENT RISKS
- ------------------------------------------------------------------------------------------
DEBT SECURITIES Market, Credit,
Securities issued by private companies or governments Interest Rate and
representing an obligation to pay interest and to repay Duration Risks
principal when the security matures.
- ------------------------------------------------------------------------------------------

DELAYED DELIVERY OR WHEN-ISSUED SECURITIES Market and Interest
Ordinarily, the Fund purchases securities and pays for them Rate Risks
in cash at the normal trade settlement time. When 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 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 Currency,
A contract to exchange an amount of currency on a date in the Political,
future at an agreed-upon exchange rate might be used by the Diplomatic,
Fund to hedge against changes in foreign currency exchange Counterparty and
rates when the Fund invests in foreign securities. Does not Regulatory Risks
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 specific Market, Liquidity
amount of a financial instrument (such as an index option) and Options and
at a and stated price on a stated date. The Fund may use Futures Risks
futures contracts to provide liquidity and to hedge portfolio
value.
- -------------------------------------------------------------------------------------------

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

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

OPTIONS Credit,
The obligation or right to deliver or receive a security or Information, Liquid-
other instrument, index or commodity, or cash payment depending ity and Options and
on the price of the underlying security or the performance of Futures Risks
an index or other benchmark. Includes options on specific
securities and stock indices, and stock index futures. May be
used in Fund's portfolio to provide liquidity and hedge
portfolio value.
- --------------------------------------------------------------------------------------------
<PAGE>
- ------------------------------------------------------------------------------------------
INVESTMENT RISKS
- ------------------------------------------------------------------------------------------
OTHER FINANCIAL INSTRUMENTS Counterparty,
These may include forward contracts, swaps, caps, floors and Credit, Currency,
collars. They may be used to try to manage the Fund's foreign Interest Rate,
currency exposure and other investment risks, which can cause Liquidity, Market
its net asset value to rise or fall. The Fund may use these and Regulatory Risks
financial instruments, commonly known as "derivatives," to
increase or decrease its exposure to changing securities
prices, interest rates, cur rency exchange rates or other
factors.

- --------------------------------------------------------------------------------------------
REPURCHASE AGREEMENT
A contract under which the seller of a security agrees to buy Credit and
it back at an agreed-upon price and time in the future. Counterparty Risks
- --------------------------------------------------------------------------------------------
RULE 144A SECURITIES
Securities that are not registered, but which are bought and Liquidity Risk
sold solely by institutional investors. The Fund considers
many Rule 144A securities to be "liquid," although the market
for such securi ties typically is less active than the
public securities markets.
- --------------------------------------------------------------------------------------------
[ARROWS ICON] TEMPORARY DEFENSIVE POSITIONS

[ARROWS ICON] PORTFOLIO TURNOVER

We actively manage and trade the Fund's portfolio. Therefore, the Funds may
have a higher portfolio turnover rate compared to many other mutual funds. The
Fund's portfolio turnover rate for the year ended December 31, 1999 was ____%

[INVESCO ICON] FUND MANAGEMENT

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 $____ billion
for more than ________ shareholders of 45 INVESCO mutual funds. INVESCO performs
a wide variety of other services for the Funds, including administrative 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 ____% of its average annual net assets to INVESCO for its
advisory services in the fiscal year ended December 31, 1999.

[INVESCO ICON] PORTFOLIO MANAGERS

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

TIMOTHY J. MILLER, a director and senior vice president of INVESCO, is the
lead portfolio manager of the Fund. Before joining INVESCO in 1992, Tim was a
portfolio manager with Mississippi Valley Advisors. He is a Chartered Financial
Analyst. Tim holds an M.B.A. from the University of Missouri -St. Louis and a
B.S.B.A. from St. Louis University.

TOM WALD, a vice president of INVESCO, is the co-portfolio manager of the
Fund. Before joining INVESCO in 1997, Tom was an analyst with Munder Capital
Management, Duff & Phelps and Prudential Investment Corp. He is a Chartered
Financial Analyst. Tom holds an M.B.A. from the Wharton School at the University
of Pennsylvania and a B.A. from Tulane University.

Tom Wald is a member of the INVESCO Growth Team, which is led by Tim
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)

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 the regular trading day on that exchange
(normally, 4:00 p.m. Eastern 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.

<PAGE>
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.

[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

</TABLE>
<TABLE>
<CAPTION>

YEAR ENDED PERIOD ENDED
DECEMBER 31 DECEMBER 31
- ----------------------------------------------------------------------------------------
1999 1998 1997(a)

<S> <C> <C> <C>
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)
</TABLE>

(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>

APRIL 30, 2000

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

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

STATEMENT OF ADDITIONAL INFORMATION. The SAI dated April 30, 2000, 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.

811-8038
<PAGE>

PROSPECTUS | April 30, 2000

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

[INVESCO ICON] INVESCO

<PAGE>

This Prospectus will tell you more about:

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

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

The Fund seeks to make an investment grow. It also seeks current income.
The Fund is actively managed. It invests in a mix of equity securities and debt
securities, as well as in options and other investments whose values are based
on the values of these securities. Often, but not always, 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 invests primarily in dividend-paying common and preferred stocks.
Stocks selected for the Fund generally are expected to produce relatively high
levels of income and a consistent, stable returns. Although the Fund focuses on
the stocks of larger companies with a strong record of paying dividends, it 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.

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 a portfolio will rise and fall due to price movements in the
<PAGE>
securities markets, and the securities held in the Fund's portfolio may decline
in value more than the overall securities markets. Since INVESCO has discretion
to allocate the amounts of equity securities and debt securities held by the
Fund, there is an additional risk that the portfolio of the Fund may not be
allocated in the most advantageous way between equity and debt securities,
particularly in times of significant market movements.

The Fund is subject to other principal risks such as potential conflicts,
credit, debt securities, foreign securities, interest rate, duration, liquidity,
derivatives, options and futures, counterparty and lack of timely information
risks. These risks are described and discussed later in the Prospectus under the
headings "Investment Risks" and "Risks Associated With Particular Investments."
An investment in the Fund is not a deposit of any bank and is not insured or
guaranteed by the Federal Deposit Insurance Corporation ("FDIC") or any other
government agency. As with any mutual fund, there is always a risk that an
investment in the Fund can lose money.

[GRAPH ICON] FUND PERFORMANCE

The bar chart below shows the Fund's actual yearly performance for the
years ended December 31 (commonly known as its "total return") since inception.
The table below shows average annual total returns for various periods ended
December 31 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 total returns and how its performance
compared to a broad measure of market performance. Remember, past performance
does not indicate how the Fund will perform in the future.

The chart below contains the following plot points:

- --------------------------------------------------------------------------------
VIF-EQUITY INCOME FUND
ACTUAL ANNUAL TOTAL RETURN(1)
- --------------------------------------------------------------------------------
1994 1995 1996 1997 1998 1999
____ ____ ____ ____ ____ ____
- --------------------------------------------------------------------------------

Best Calendar Qtr. 12/98 13.17%
Worst Calendar Qtr. 9/98 (7.56%)
- --------------------------------------------------------------------------------

VIF - Equity Income Fund _____% _____% _____%(2)
S&P 500 Index(3) _____% _____% _____%
Lehman Government/ _____% _____% _____%
Corporate Bond Index(3)
<PAGE>
(1) Total return figures include reinvested dividends and capital gain
distributions, and include the effect of the Fund's expenses.

(2) The Fund commenced investment operations on August 10, 1994.

(3) 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.

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) ___%
----
Total Annual Fund Operating Expenses (1)(2)(3) ___%
====

(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 arrangement.

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

(3) Certain expenses of the Fund were absorbed voluntarily by INVESCO in
order to ensure that expenses for the Fund did not exceed 1.15% of the
Fund's average net assets pursuant to an agreement between the Fund and
INVESCO. This commitment may be changed at any time following consultation
with the board of directors. After absorption, the Fund's Other Expenses
and Total Annual Fund Operating Expenses for the fiscal year ended December
31, 1999 were _____% and _____%, respectively, of the Fund's average net
assets.

EXAMPLE

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

1 year 3 years 5 years 10 years
$--- $--- $--- $---

<PAGE>
[ARROWS ICON] INVESTMENT RISKS

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:

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.

NOT INSURED. Mutual funds are not insured by the 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 and changes in the equity and
debt markets as a whole.

[ARROWS ICON] RISKS ASSOCIATED WITH PARTICULAR INVESTMENTS

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. In general, the securities of large
businesses with outstanding securities worth $15 billion or more have less
volatility than those of mid-size businesses with outstanding securities worth
more than $2 billion, or small businesses with outstanding securities worth less
than $2 billion.

CREDIT RISK

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
<PAGE>
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 Investors Service, Inc. ("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.

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. 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. Debt securities rated lower than B by either S&P or Moody's are usually
considered to be highly 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 affect 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 S&P
(categories BB, B or 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.

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, provided that all such
securities are denominated and pay interest in U.S. dollars (such as Eurobonds
and Yankee Bonds). Securities of Canadian issuers and American Depository
Receipts are not subject to this 25% limitation.

<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.

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

DURATION RISK

LIQUIDITY RISK

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.

COUNTERPARTY RISK

LACK OF TIMELY INFORMATION RISK

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.

- -------------------------------------------------------------------------------------------
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.

- -------------------------------------------------------------------------------------------
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 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.
- -------------------------------------------------------------------------------------------

OPTIONS Credit, Information,
The obligation or right to deliver or receive a security Liquidity and Options
or other investment, index or com modity, or cash and Futures Risks
payment depending on the price of the underlying
security or the perfor mance of an index or other
benchmark. Includes options on specific securities and
stock indices, and stock index futures. May be used in
Fund's portfolio to provide liquidity and hedge portfolio
value.
- -------------------------------------------------------------------------------------------
OTHER FINANCIAL INSTRUMENTS
These may include forward contracts, swaps, caps, floors Counterparty, Credit,
and collars. They may be used to try to manage the Currency, Interest Rate,
Fund's foreign currency exposure and other investment Liquidity, Market and
risks, which can cause its net asset value to rise or Regulatory Risks
fall. The Fund may use these financial instruments,
commonly known as "derivatives," to increase or decrease
its exposure to changing securities prices, interest rates,
currency exchange rates or other factors.

- -------------------------------------------------------------------------------------------
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>

[ARROWS 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, even though that is not the normal investment strategy of the Fund.
We have the right to invest up to 100% of the Fund's assets in these securities,
<PAGE>
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.

[ARROWS ICON] PORTFOLIO TURNOVER

[INVESCO ICON] FUND MANAGEMENT

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 $____ billion
for more than _______ shareholders of 45 INVESCO mutual funds. INVESCO performs
a wide variety of other services for the Funds, including administrative 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 ____% of its average annual net assets to INVESCO for its
advisory services in the fiscal year ended December 31, 1999.

[INVESCO ICON] PORTFOLIO MANAGERS

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

CHARLES P. MAYER, a director and senior vice president and Director of
Investments of INVESCO, is a co-portfolio manager of the Fund. Before joining
INVESCO in 1993, 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, a senior vice president of INVESCO, is a
co-portfolio manager of the Fund. Jerry manages several other INVESCO
fixed-income funds. Before joining INVESCO in 1994, he was a senior vice
president with Stein, Roe & Farnham, Inc. and president of Quixote Investment
Management. He is a Chartered Financial Analyst. 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).

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.

[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.

FINANCIAL HIGHLIGHTS

YEAR ENDED DECEMBER 31
-----------------------------------------------
1999 1998 1997 1996 1995

PER SHARE DATA
Net Asset Value--Beginning of $17.04 $14.33 $12.58 $10.09
Period
- --------------------------------------------------------------------------------
INCOME FROM INVESTMENT
OPERATIONS
Net Investment Income 0.33 0.30 0.28 0.19
Net Gains on Securities
(Both Realized and 2.23 3.71 2.52 2.76
Unrealized)
- --------------------------------------------------------------------------------
TOTAL FROM INVESTMENT 2.56 4.01 2.80 2.95
OPERATIONS
- --------------------------------------------------------------------------------
LESS DISTRIBUTIONS
Dividends from Net Investment 0.32 0.29 0.28 0.20
Income
Distributions from Capital 0.67 1.01 0.77 0.26
Gains
- --------------------------------------------------------------------------------
TOTAL DISTRIBUTIONS 0.99 1.30 1.05 0.46
- --------------------------------------------------------------------------------
Net Asset Value--End of Period $18.61 $17.04 $14.33 $12.58
================================================================================

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

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

APRIL 30, 2000

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:

811-8038

<PAGE>

PROSPECTUS | APRIL 30, 2000

INVESCO VIF - FINANCIAL SERVICES FUND

A MUTUAL FUND SOLD EXCLUSIVELY TO INSURANCE COMPANY SEPARATE ACCOUNTS FOR
VARIABLE ANNUITY AND VARIABLE LIFE INSURANCE CONTRACTS.

TABLE OF CONTENTS

Investment Goals, Strategies And Risks...........
Fund Performance.................................
Fees And Expenses................................
Investment Risks.................................
Risks Associated With Particular Investments.....
Temporary Defensive Positions....................
Portfolio Turnover...............................
Fund Management..................................
Portfolio Manager................................
Share Price......................................
Taxes............................................
Dividends And Capital Gain Distributions.........
Voting Rights....................................
Financial Highlights.............................

[INVESCO ICON] INVESCO

<PAGE>

This Prospectus will tell you more about:

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 direct all aspects
of the management of the Fund.

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

The Fund invests primarily in equity securities of companies involved in
the financial services sector. These companies include, among others, banks
(regional and money-centers), insurance companies (life, property and casualty,
and multiline), and investment and miscellaneous industries (asset managers,
brokerage firms, and government-sponsored agencies). A portion of the Fund's
assets is not required to be invested in the sector. To determine whether a
potential investment is truly doing business in the financial services sector, a
company must meet at least one of the following tests:

o At least 50% of its gross income or its net sales must come from activities in
the financial services sector;
o At least 50% of its assets must be devoted to producing revenues from the
financial services sector; or
o Based on other available information, we determine that its primary
business is within the financial services sector.

Because of accounting differences in this sector, we place a greater
emphasis on companies that are increasing their revenue streams along with their
earnings. We seek companies that we believe can grow their revenues and earnings
<PAGE>
regardless of the interest rate environment - although securities prices of
financial services companies generally are interest rate-sensitive. We prefer
companies that have both marketing expertise and superior technology, because
INVESCO believes these companies are more likely to deliver products that match
their customers' needs. We attempt to keep the portfolio holdings well
diversified across the entire financial services sector. We adjust portfolio
weightings depending on current economic conditions and relative valuations of
securities.

The Fund's investments are diversified across the financial services
sector. However, because the Fund's 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 the Fund tends to be more volatile than many other mutual funds, and
the value of its portfolio investments may tend to go up and down more rapidly.
As a result, the value of an investment in the Fund may rise or fall rapidly.

This sector is generally subject to extensive government regulation, which
may change frequently. In addition, the profitability of businesses in these
industries depends heavily upon the availability and cost of money, and may
fluctuate significantly in response to changes in interest rates, as well as
changes in general economic conditions. From time to time, severe competition
may also affect the profitability of these industries, and the insurance
industry in particular.

The Fund is subject to other principal risks such as potential conflicts,
market, credit, debt securities, foreign securities, interest rate, duration,
liquidity, derivatives, options and futures, counterparty and lack of timely
information risks. These risks are described and discussed later in this
Prospectus under the headings "Investment Risks" and "Risks Associated With
Particular Investments." An investment in the Fund is not a deposit of any bank
and is not insured or guaranteed by the Federal Deposit Insurance Corporation
("FDIC") or any other government agency. As with any other mutual fund, there is
always a risk that an investment in the Fund can lose money.

[GRAPH ICON] FUND PERFORMANCE

The Fund commenced investment operations on September 21, 1999 and
therefore does not have a complete calendar year of performance.

FEES AND EXPENSES

ANNUAL FUND OPERATING EXPENSES THAT ARE DEDUCTED FROM FUND ASSETS

VIF-FINANCIAL SERVICES FUND
Management Fees 0.75%
Distribution and Service (12b-1) Fees None
Other Expenses (1)(2)(3) ___%
----
Total Annual Fund Operating Expenses (1)(2)(3) ___%
====
(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 arrangement.

(2) The expense information presented in the table has been restated from
the financials to reflect a change in the administrative services fee.
<PAGE>
(3) Certain expenses of the Fund were absorbed voluntarily by INVESCO in
order to ensure that expenses for the Fund did not exceed 1.25% of the
Fund's average net assets pursuant to an agreement between the Fund and
INVESCO. This commitment may be changed at any time following consultation
with the board of directors. After absorption, the Fund's Other Expenses
and Total Annual Fund Operating Expenses for the fiscal year ending
December 31, 1999 were ____% and ____%, respectively, of the Fund's average
net assets.

EXAMPLE

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

1 year 3 years 5 years 10 years
$_____ $______ $______ $_______

[ARROWS 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 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 and changes in the equity
markets as a whole.

[ARROWS ICON] RISKS ASSOCIATED WITH PARTICULAR INVESTMENTS

POTENTIAL CONFLICTS

Although it is unlikely, there potentially may be differing interests
<PAGE>
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 investments. Certain stocks selected for the Fund's portfolio may decline
in value more than the overall stock market.

CREDIT RISK

DEBT SECURITIES RISK

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 interest rate risks. 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.

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 affect issuers of lower-rated debt
securities. The market for lower-rated straight debt securities may not be as
<PAGE>
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 S&P
(categories BB, B, or 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.

FOREIGN SECURITIES RISKS

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.

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
<PAGE>
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

LIQUIDITY RISK

COUNTERPARTY RISK

LACK OF TIMELY INFORMATION RISK

The Fund generally invests in equity securities of companies that are
related to financial services. 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) Market, Information,
These are securities issued by U.S. banks that represent Political, Regulatory,
shares of foreign corporations held by those banks. Diplomatic, Liquidity,
Although traded in U.S. securities markets and valued in and Currency Risks
U.S. dollars, ADRs carry most of the risks of investing
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
repay principal when the security matures. Risks

</TABLE>

[ARROWS ICON] TEMPORARY DEFENSIVE POSITIONS

[ARROWS ICON] PORTFOLIO TURNOVER

[INVESCO ICON] FUND MANAGEMENT

INVESTMENT ADVISER

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

INVESCO, located at 7800 East Union Avenue, Denver, Colorado, is the investment
adviser of the Fund. INVESCO was founded in 1932 and manages over $___ billion
for more than _______ shareholders of 45 INVESCO mutual funds. INVESCO performs
a wide variety of other services for the Funds, including administrative 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 ____% of its average annual net assets to INVESCO for its
advisory services as of December 31, 1999.

<PAGE>
[INVESCO ICON] PORTFOLIO MANAGER

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

JEFFREY G. MORRIS, a vice president of INVESCO, is the portfolio manager of
the Fund. Jeff joined INVESCO in 1992 and served as a research analyst from 1994
to 1995. He received an M.S. in Finance from the University of Colorado-Denver
and a B.S. in Business Administration from Colorado State University.

Jeff Morris is a member of INVESCO's Sector Team, which is co-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).

[GRAPH ICON] TAXES

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, at least once a
year. All dividends and distributions of the Fund are reinvested in additional
shares of the Fund at net asset value.

[INVESCO ICON] VOTING RIGHTS

FINANCIAL HIGHLIGHTS

<PAGE>

APRIL 30, 2000

INVESCO VARIABLE INVESTMENT FUNDS, INC.
INVESCO VIF-FINANCIAL SERVICES FUND

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

811-8038

<PAGE>

PROSPECTUS | APRIL 30, 2000

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, Strategies And Risks...........
Fund Performance.................................
Fees And Expenses................................
Investment Risks.................................
Risks Associated With Particular Investments.....
Temporary Defensive Positions....................
Portfolio Turnover...............................
Fund Management..................................
Portfolio Manager................................
Share Price......................................
Taxes............................................
Dividends And Capital Gain Distributions.........
Voting Rights....................................
Financial Highlights.............................

[INVESCO ICON] INVESCO

The Securities and Exchange Commission has not approved or disapproved the
shares of these Funds. Likewise, the Commission 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:

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 direct all aspects of the
management of the Fund.

The Fund seeks to make an investment grow. 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
securities, as well as options and other investments whose values are based upon
the values of equity securities.

The Fund invests primarily in equity securities of companies that develop,
produce or distribute products or services related to health care. These
companies include, but are not limited to, medical equipment or supplies,
pharmaceuticals, health care facilities, and applied research and development of
new products or services. A portion of the Fund's assets is 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:

o At least 50% of its gross income or its net sales must come from activities in
the sector;
o At least 50% of its assets must be devoted to producing revenues from the
sector; or
o Based on other available information, we determine that its primary business
is within the sector.

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
<PAGE>
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.

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 investments of
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 Fund is subject to other principal risks such as potential conflicts,
market, credit, debt securities, foreign securities, interest rate, duration,
liquidity, counterparty and lack of timely information risks. These risks are
described and discussed later in the Prospectus under the headings "Investment
Risks" and "Risks Associated With Particular Investments." An investment in the
Fund is not a deposit of any bank and is not insured or guaranteed by the
Federal Deposit Insurance Corporation ("FDIC") or any other government agency.
As with any mutual fund, there is always a risk that an investment in the Fund
can lose money.

[GRAPH ICON] FUND PERFORMANCE

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

The chart below contains the following plot points:

- --------------------------------------------------------------------------------
VIF-HEALTH SCIENCES FUND
ACTUAL ANNUAL TOTAL RETURN(1)
- --------------------------------------------------------------------------------
1997 1998 1999
____ ____ ____
- --------------------------------------------------------------------------------
Best Calendar Qtr. 12/98 15.79%
Worst Calendar Qtr. 6/99 (5.48%)
- --------------------------------------------------------------------------------
<PAGE>
- --------------------------------------------------------------------------------
AVERAGE ANNUAL TOTAL RETURN(1)
AS OF 12/31/99
- --------------------------------------------------------------------------------
1 YEAR SINCE INCEPTION

VIF-Health Sciences Fund _____% _____%(2)
S&P 500 Index(3) _____% _____%
- --------------------------------------------------------------------------------

(1) Total return figures include reinvested dividends and capital gain
distributions, and include the effect of the Fund's expenses.
(2) The Fund commenced investment operations on May 22, 1997.
(3) 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.

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) ___%
----
Total Annual Fund Operating Expenses (1)(2)(3) ___%
====

(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 arrangement.

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

(3) Certain expenses of the Fund were absorbed voluntarily by INVESCO in
order to ensure that expenses for the Fund did not exceed 1.25% of the
Fund's average net assets pursuant to an agreement between the Fund and
INVESCO. This commitment may be changed at any time following consultation
with the board of directors After absorption, the Fund's Other Expenses and
Total Annual Fund Operating Expenses for the fiscal year ended December 31,
1999 were ____% and ____%, respectively of the Fund's average net assets.

EXAMPLE

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

The 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 that the operating expenses of the Fund remain the same.
Although the actual costs and performance of the Fund may be higher or lower,
based on these assumptions your costs would have been:

1 year 3 years 5 years 10 years
$---- $----- $----- $-----

<PAGE>
[ARROWS 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 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 and changes in the equity
markets as a whole.

[ARROWS ICON] RISKS ASSOCIATED WITH PARTICULAR INVESTMENTS

POTENTIAL CONFLICTS

MARKET RISK

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

CREDIT RISK

The Fund may invest in debt instruments, such as notes, bonds and
commercial paper. 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.
<PAGE>
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 interest rate risks. 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.

FOREIGN SECURITIES RISKS

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.
<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.

INTEREST RATE RISK

DURATION RISK

LIQUIDITY RISK

COUNTERPARTY RISK

<PAGE>
LACK OF TIMELY INFORMATION RISK

The Fund invests primarily 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.

- -----------------------------------------------------------------------------------------
INVESTMENT RISKS
- -----------------------------------------------------------------------------------------
<S> <C>
AMERICAN DEPOSITORY RECEIPTS (ADRS) Market, Information,
These are securities issued by U.S. banks that represent Political, Regulatory,
shares of foreign corporations held by those banks. Diplomatic, Liquidity,
Although traded in U.S. securities markets and valued in and Currency Risks
U.S. dollars, ADRs carry most of the risks of investing
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.
- -----------------------------------------------------------------------------------------
ILLIQUID SECURITIES
Securities that cannot be sold quickly at fair value. Liquidity Risk
- -----------------------------------------------------------------------------------------
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.
- -----------------------------------------------------------------------------------------

</TABLE>

[ARROWS 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 of ___% for the fiscal year ended December
31, 1999.

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

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 $____ billion
for more than _______ shareholders of 45 INVESCO mutual funds. INVESCO performs
a wide variety of other services for the Funds, including administrative 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 ____% of its average annual net assets to INVESCO for its
advisory services in the fiscal year ended December 31, 1999.

[INVESCO ICON] PORTFOLIO MANAGER

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

JOHN R. SCHROER, a senior vice president of INVESCO and vice president of
INVESCO Global Health Sciences Fund, is the portfolio manager of the Fund.
Before joining INVESCO in 1992, John was an assistant vice president with Trust
Company of the West from 1990 to 1992. He is a Chartered Financial Analyst. 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).
<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 the regular trading day on that exchange
(normally, 4:00 p.m. Eastern 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.

[INVESCO ICON] VOTING RIGHTS

(The financial highlights table is intended to help you understand the
financial performance of the Fund for the past five years (or, if shorter, the
period of the Fund's operations). Certain information reflects the financial
results for a single Fund share. The total returns in the table represent the
annual percentages that an investor would have earned (or lost) on an investment
in a share of the Fund (assuming reinvestment of all dividends and
distributions). This information has been audited by PricewaterhouseCoopers LLP,
independent accountants, whose report, along with the financial statements, are
included in INVESCO Variable Investment Funds, Inc.'s 1998 Annual Report to
Shareholders, which is incorporated by reference into the Statement of
Additional Information. This Report is available without charge by contacting
IDI at the address or telephone number on the back cover of this Prospectus.

YEAR ENDED PERIOD ENDED
DECEMBER 31 DECEMBER 31
- ------------------------------------------------------------------------------------------
<S> <C> <C> <C>
1999 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
Dividends from Net Investment Income(a) 0.03 0.00
Distributions 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)
</TABLE>
(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.
<PAGE>
(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>

APRIL 30, 2000

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, SAI, annual
report and semiannual report of the Fund are available on the SEC Web site at
www.sec.gov.

811-8038

<PAGE>

PROSPECTUS | APRIL 30, 2000

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, Strategies And Risks...........
Fund Performance.................................
Fees And Expenses................................
Investment Risks.................................
Risks Associated With Particular Investments.....
Temporary Defensive Positions....................
Portfolio Turnover...............................
Fund Management..................................
Portfolio Manager................................
Share Price......................................
Taxes............................................
Dividends And Capital Gain Distributions.........
Voting Rights....................................
Financial Highlights.............................

[INVESCO ICON] INVESCO

<PAGE>

This Prospectus will tell you more about:

[KEY ICON] Investment Goals & Strategies
[ARROWS ICON] Potential Investment Risks
[GRAPH ICON] Past Performance
[INVESCO ICON] Working With INVESCO
- --------------------------------------------------------------------------------
[KEY ICON][ARROWS ICON] INVESTMENT GOALS, STRATEGIES AND RISKS

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 direct all aspects of the
management of the Fund.

The Fund seeks to provide a high level of current income through
investments in debt securities. It also seeks to make an investment grow. The
Fund invests in bond and other debt securities, as well as in preferred stocks.
Often, but not always, when stock markets are up, debt markets are down and vice
versa.

The Fund invests primarily in a diversified portfolio of high yield
corporate bonds rated below investment grade, commonly known as "junk bonds,"
and preferred stock with medium to lower credit ratings. These investments
generally offer higher rates of return, but are riskier than investments in
securities of issuers with higher credit ratings.

The rest of the Fund's assets are invested in securities issued or
guaranteed by the U.S. government, its agencies or instrumentalities, bank CDs,
corporate short-term notes and municipal obligations. The Fund invests primarily
in debt securities maturing at least three years after they are issued. There
are no limitations on the maturities of the securities held by the Fund, and the
Fund's average maturity will vary as INVESCO responds to changes in interest
rates.

Although the Fund is subject to a number of risks that could affect its
performance, its principal risk is interest rate risk -- that is, the value of
the securities in a portfolio will rise and fall due to changes in interest
rates. 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 are usually more
sensitive to interest rate movements.

The Fund is subject to other principal risks such as potential conflicts,
credit, debt securities, foreign securities, duration, liquidity, counterparty
and lack of timely information risks. These risks are described and discussed
later in the Prospectus under the headings "Investment Risks" and "Risks
<PAGE>
Associated With Particular Investments." An investment in the Fund is not a
deposit of any bank and is not insured or guaranteed by the Federal Deposit
Insurance Corporation ("FDIC") or any other government agency. As with any other
mutual fund, there is always a risk that an investment in the Fund can lose
money.

[GRAPH ICON] FUND PERFORMANCE

The bar chart below shows the Fund's actual yearly performance for the
years ended December 31 (commonly known as its "total return") since inception.
The table below shows average annual total returns for various periods ended
December 31 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
total return and how its performance compared to a broad measure of market
performance. Remember, past performance does not indicate how the Fund will
perform in the future.

The chart below contains the following plot points:

- --------------------------------------------------------------------------------
VIF-HIGH YIELD FUND
ACTUAL ANNUAL TOTAL RETURN(1)
- --------------------------------------------------------------------------------
1994 1995 1996 1997 1998 1999
____ ____ ____ ____ ____ ____
- --------------------------------------------------------------------------------
Best Calendar Qtr. 9/96 6.96%
Worst Calendar Qtr. 9/98 (6.67%)
- --------------------------------------------------------------------------------

VIF-High Yield Fund ____% ____% ____%(2)
Merrill Lynch High Yield Master Index(3) ____% ____% ____%

(1) Total return figures include reinvested dividends and capital gain
distributions, and include the effect of the Fund's expenses.
(2) The Fund commenced investment operations on May 27, 1994.
(3) 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.

<PAGE>
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)(3) ___%
----
Total Annual Fund Operating Expenses (1)(2)(3) ___%
====
(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.

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

(3) Certain expenses of the Fund were absorbed voluntarily by INVESCO in
order to ensure that expenses for the Fund did not exceed 1.05% of the
Fund's average net assets pursuant to an agreement between the Fund and
INVESCO. This commitment may be changed at any time following
consultation with the board of directors. After absorption, the Fund's
Other Expenses and Total Annual Fund Operating Expenses for the fiscal
year ended December 31, 1999 were ___% and ___%, respectively, of the
Fund's average net assets.

EXAMPLE

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

1 year 3 years 5 years 10 years

$--- $--- $--- $---

[ARROWS 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 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 and changes in the equity
markets as a whole.

[ARROWS ICON] RISKS ASSOCIATED WITH PARTICULAR INVESTMENTS

POTENTIAL CONFLICTS

INTEREST RATE RISK

CREDIT RISK

DEBT SECURITIES RISK

Moody's Investors Service, Inc. ("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.

<PAGE>
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. 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 additioto 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. Debt securities rated lower than B by either S&P or Moody's are usually
considered to be highly 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 affect 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.

FOREIGN SECURITIES RISK

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.

DURATION RISK

LIQUIDITY RISK

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.

LACK OF TIMELY INFORMATION RISK

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>
<CAPTION>

- -----------------------------------------------------------------------------------------
INVESTMENT RISKS
- -----------------------------------------------------------------------------------------
<S> <C>
AMERICAN DEPOSITORY RECEIPTS (ADRS) Market, Information,
These are securities issued by U.S. banks that represent Political, Regulatory,
shares of foreign corporations held by those banks. Diplomatic, Liquidity,
Although traded in U.S. securities markets and valued in and Currency Risks
U.S. dollars, ADRs carry most of the risks of investing
directly in foreign securities.
- -----------------------------------------------------------------------------------------
<PAGE>
- ----------------------------------------------------------------------------------------
INVESTMENT RISKS
- -----------------------------------------------------------------------------------------
EUROBONDS AND YANKEE BONDS Market, Information,
Bonds issued by foreign branches of U.S. banks Currency, Political,
("Eurobonds") and bonds issued by a U.S. branch of a Diplomatic, Regulatory,
foreign bank and sold in the United States ("Yankee Liquidity, Credit,
bonds"). These bonds are bought and sold in U.S. Interest Rate and
dollars, but generally carry with them the same risks Duration Risks
as investing in foreign securities.
- -------------------------------------------------------------------------------------------
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.
- -------------------------------------------------------------------------------------------

</TABLE>

[ARROWS ICON] TEMPORARY DEFENSIVE POSITIONS

[ARROWS 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, 1999
of ___%.

[INVESCO ICON] FUND MANAGEMENT

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 $____ billion
for more than _________ shareholders of 45 INVESCO mutual funds. INVESCO
performs a wide variety of other services for the Funds, including
administrative and transfer agency functions (the processing of purchases, sales
and exchanges of Fund shares).

<PAGE>
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 ____% of its average annual net assets to INVESCO for its
advisory services in the fiscal year ended December 31, 1999.

[INVESCO ICON] PORTFOLIO MANAGER

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

DONOVAN J. (JERRY) PAUL, a senior vice president of INVESCO, is the
portfolio manager of the Fund. Jerry manages several other INVESCO fixed-income
funds. Before joining INVESCO in 1994, he was a senior vice president with
Stein, Roe & Farnham, Inc. and president of Quixote Investment Management. Jerry
is a Chartered Financial Analyst and a Certified Public Accountant. He 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 leads, 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).

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 the regular trading day on that exchange
(normally, 4:00 p.m. Eastern 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

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.
<PAGE>
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.

[INVESCO ICON] VOTING RIGHTS

YEAR ENDED DECEMBER 31
- --------------------------------------------------------------------------------
1999 1998 1997 1996 1995

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

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

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

APRIL 30, 2000

INVESCO VARIABLE INVESTMENT FUNDS, INC.
INVESCO VIF-HIGH YIELD FUND

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

811-8038
<PAGE>

PROSPECTUS | APRIL 30, 2000

INVESCO VIF - MARKET NEUTRAL FUND

A MUTUAL FUND SOLD EXCLUSIVELY TO INSURANCE COMPANY SEPARATE ACCOUNTS FOR
VARIABLE ANNUITY AND VARIABLE LIFE INSURANCE CONTRACTS.

TABLE OF CONTENTS

Investment Goals, Strategies And Risks...........
Fund Performance.................................
Fees And Expenses................................
Investment Risks.................................
Risks Associated With Particular Investments.....
Temporary Defensive Positions....................
Portfolio Turnover...............................
Fund Management..................................
Portfolio Manager................................
Share Price......................................
Taxes............................................
Dividends And Capital Gain Distributions.........
Voting Rights....................................
Financial Highlights.............................

[INVESCO ICON] INVESCO

<PAGE>

This Prospectus will tell you more about:

[KEY ICON] Investment Goals & Strategies
[ARROWS ICON] Potential Investment Risks
[GRAPH ICON] Past Performance
[INVESCO ICON] Working With INVESCO
- --------------------------------------------------------------------------------
[KEY ICON][ARROWS ICON] INVESTMENT GOALS, STRATEGIES AND RISKS

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 direct all aspects
of the management of the Fund.

The objective of the Fund is to outperform the return on three-month U.S.
Treasury bills regardless of the movements of the broad securities market. The
Fund attempts to achieve its investment objective by using a management style
known as "market neutral."

Under this management style, the Fund constructs two portfolios of common
stocks. Each portfolio consists of stocks of approximately 100 large companies
that trade on U.S. exchanges. INVESCO purchases stocks which it expects will
increase in price for one portfolio, and borrows and sells stocks that it
expects will decline in price relative to the average owned stock position for
the other portfolio. The process of borrowing and selling the borrowed
securities is known as "shorting" or "selling short" a security. The performance
of the portfolio of owned stocks relative to the performance of the portfolio of
borrowed and sold stocks provides the Fund with its return relative to the
three-month U.S. Treasury bill benchmark.

In a rising market, the value of the securities owned by the Fund should
increase. Although the value of the short portfolio should also increase, if the
value of the owned securities rises more than the value of the short portfolio,
the Fund should generate a better return than the three-month U.S. Treasury bill
return. In a falling market, both owned and borrowed stocks should decline in
price, but if the owned stocks decline less than the borrowed stocks, the Fund
also should generate a better return than the three-month U.S. Treasury bill
return.

The Fund diversifies the two portfolios of common stocks by market
exposure, industry and economic sector. INVESCO seeks to manage the two portions
of the Fund's holdings so that securities owned by the Fund have similar risk
characteristics to the stocks borrowed and sold short. The Fund has
approximately 10% of its assets at any given time in short-term reserves,
primarily U.S. Treasury bills.
<PAGE>
In attempting to determine which stocks will outperform and which will
underperform, INVESCO evaluates more than 500 large companies on a weekly basis.
INVESCO analyzes the earnings momentum, value, fundamental stability and price
strength of each company. The result is an estimate of the expected monthly
return of each stock.

The principal risk involved in investing in the Fund is that INVESCO will
not be able to predict accurately which stocks will outperform and which ones
will underperform. Due to market activity, the portfolio of owned securities and
the portfolio of borrowed and sold securities may produce a complete loss of
Fund capital; the Fund has a higher potential risk than other mutual funds that
employ different investment strategies. Such a loss could occur, for example, if
the portfolio of owned securities rapidly lost value and the portfolio of
securities sold short rapidly grew in value without an opportunity for INVESCO
to rebalance the portfolios. To the extent that the characteristics of the
stocks the Fund buys and those it borrows do not match at any given time, the
Fund will not be neutral to market movements or the price movements of

specific industries and sectors within the markets, and the Fund's losses
may exceed those of other mutual funds. In addition, because the practice of
selling short has an inherent risk, and because any specific short sale has the
potential for unlimited loss, INVESCO seeks to minimize this potential risk by
diversifying the two portfolios.

The Fund is subject to other principal risks such as potential conflicts,
short sales, counterparty and market risks. These risks are described and
discussed later in this Prospectus under the headings "Investment Risks" and
"Risks Associated With Particular Investments." An investment in the Fund is not
a deposit of any bank and is not insured or guaranteed by the Federal Deposit
Insurance Corporation ("FDIC") or any other government agency. As with any other
mutual fund, there is always a risk that an investment in the Fund can lose
money.

[GRAPH ICON] FUND PERFORMANCE

The Fund commenced investment operations on November 10, 1999, and
therefore does not have a complete calendar year of performance.

FEES AND EXPENSES

ANNUAL FUND OPERATING EXPENSES THAT ARE DEDUCTED FROM FUND ASSETS

VIF--MARKET NEUTRAL FUND
Management Fees 0.75%
Distribution and Service (12b-1) Fees None
Other Expenses (1)(2)(3) ___%
----
Total Annual Fund Operating Expenses (1)(2)(3) ___%
====

(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 arrangement.

(2) Certain expenses of the Fund were absorbed voluntarily by INVESCO in
order to ensure that expenses for the Fund did not exceed 1.25% of the
Fund's average net assets pursuant to an agreement between the Fund and
INVESCO. This commitment may be changed at any time following consultation
with the board of directors. After absorption, the Fund's Other Expenses
and Total Annual Fund Operating Expenses for the fiscal year ending
December 31, 1999 were ____% and ____%, respectively, of the Fund's average
net assets.
<PAGE>
EXAMPLE

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

1 year 3 years 5 years 10 years
$----- $------ $------ $-------

[ARROWS 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 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.

[ARROWS ICON] RISKS ASSOCIATED WITH PARTICULAR INVESTMENTS

POTENTIAL CONFLICTS

SHORT SALES RISK

A principle investment technique of the Fund is to "sell short" significant
amounts of securities. In a short sale, the Fund sells a security it does not
own in expectation that its price will decline relative to the average owned
position by the time the Fund closes out a short position. The Fund borrows the
security from a third party, and is obligated to replace the borrowed security.
<PAGE>
When the Fund sells a security short, it borrows the security in order to
enter into the short sale transaction, and the proceeds of the sale may be used
by the Fund as security for the borrowing to the extent necessary to meet margin
requirements. The Fund may also be required to pay a premium to borrow the
security.

Moreover, the Fund is required to maintain a segregated account with a
broker or a custodian consisting of cash or highly liquid securities. Until the
borrowed security is replaced, the Fund will maintain this account at a level so
that the amount deposited in the account, plus the collateral deposited with the
broker, will equal the current market value of the securities sold short.

COUNTERPARTY RISK

The Fund trades its securities on the basis of "blind principal" bids. This
type of trading involves stock price guarantees by brokers that trades will be
implemented at closing market prices. Although stock price guarantees are
usually met, there is a possibility that they may not be.

MARKET RISK

Equity stock prices vary. Variations in stock prices could have a
significant impact on the Fund's overall portfolio, because of fluctuations in
the valuation of the portfolio of owned securities compared to the portfolio of
securities sold short.

[ARROWS ICON] TEMPORARY DEFENSIVE POSITIONS

[ARROWS ICON] PORTFOLIO TURNOVER

[INVESCO ICON] FUND MANAGEMENT

<PAGE>
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 $____ billion
for more than _______ shareholders of 45 INVESCO mutual funds. INVESCO performs
a wide variety of other services for the Fund, including administrative and
transfer agency functions (the processing of purchases, sales and exchanges of
Fund shares).

INVESCO (NY), Inc. ("INY"). a Division of INVESCO, Inc., 1166 Avenue of the
Americas, New York, New York 10036, 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, INY and IDI are subsidiaries of AMVESCAP PLC.

The Fund paid ___% of its average annual net assets to INVESCO for its
advisory services as of December 31, 1999.

[INVESCO ICON] PORTFOLIO MANAGER

The Fund is managed on a day to day basis by INY, which serves as
sub-adviser to the Fund. INY uses a team management approach, which means that a
group of portfolio managers makes collective investment decisions for the Fund.

[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).

NAV is calculated by adding together the current market value 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. Share price
is based on the next calculation of NAV after the order is received in proper
form by the Fund.

[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.
<PAGE>
[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, at least once a
year. All dividends and distributions of the Fund are reinvested in additional
shares of the Fund at net asset value.

[INVESCO ICON] VOTING RIGHTS

FINANCIAL HIGHLIGHTS

<PAGE>

APRIL 30, 2000

INVESCO VARIABLE INVESTMENT FUNDS, INC.
INVESCO VIF--MARKET NEUTRAL FUND

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

811-8038

<PAGE>

PROSPECTUS | April 30, 2000

INVESCO VARIABLE INVESTMENT FUNDS, INC.

INVESCO VIF - REAL ESTATE OPPORTUNITY FUND

A MUTUAL FUND SOLD EXCLUSIVELY TO INSURANCE COMPANY SEPARATE ACCOUNTS FOR
VARIABLE ANNUITY AND VARIABLE LIFE INSURANCE CONTRACTS.

TABLE OF CONTENTS

Investment Goals, Strategies And Risks...........
Fund Performance.................................
Fees And Expenses................................
Investment Risks.................................
Risks Associated With Particular Investments.....
Temporary Defensive Positions....................
Portfolio Turnover...............................
Fund Management..................................
Portfolio Manager................................
Share Price......................................
Taxes............................................
Dividends And Capital Gain Distributions.........
Voting Rights....................................
Financial Highlights.............................

[INVESCO ICON] INVESCO

The Securities and Exchange Commission has not approved or disapproved the
shares of the Fund. Likewise, the Commission 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:

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

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

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.

The Fund seeks to make an investment grow. It also seeks current income.
The Fund is aggressively managed. Although the Fund can invest in debt
securities, it invests primarily in equity securities that INVESCO believes will
rise in price faster than other securities, as well as in options and other
instruments whose values are based upon the values of equity securities.

The Fund invests primarily in equity securities of companies doing business in
the real estate industry. These companies may include real estate investment
trusts, real estate brokers, home builders or real estate developers, companies
with substantial real estate holdings, and companies with significant
involvement in the real estate industry. A portion of the Fund's assets is not
required to be invested in the sector. The remainder of the Fund's assets are
invested in other income-producing securities. 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:

o At least 50% of its gross income or its net sales must come from activities
in the real estate sector;
o At least 50% of its assets must be devoted to producing revenues from the
real estate sector; or
o Based on other available information, we determine that its primary
business is within the real estate sector.

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
<PAGE>
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 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.

The Fund is subject to other principal risks such as potential conflicts,
market, credit, debt securities, foreign securities, interest rate, duration,
liquidity, counterparty and lack of timely information risks. These risks are
described and discussed later in the Prospectus under the headings "Investment
Risks" and "Risks Associated With Particular Investments." An investment in a
Fund is not a deposit of any bank and is not insured or guaranteed by the
Federal Deposit Insurance Corporation ("FDIC") or any other government agency.
As with any mutual fund, there is always a risk that an investment in the Fund
can lose money.

[ARROW ICON] FUND PERFORMANCE

The bar chart below shows the Fund's actual yearly performance for the years
ended December 31 (commonly known as its "total return") since inception. The
table below shows average annual total returns for various periods ended
December 31 for the Fund compared to the NAREIT Index. The information in the
chart and table illustrates the variability of the Fund's total return and how
its performance compared to a broad measure of market performance. Remember,
past performance does not indicate how the Fund will perform in the future.

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.

The chart below contains the following plot points:

- -------------------------------------------------
VIF - REAL ESTATE OPPORTUNITY FUND
ACTUAL ANNUAL TOTAL RETURN(1)
=================================================
1998 1999
____ ____
- -------------------------------------------------
Best Calendar Qtr. 6/99 12.58%
Worst Calendar Qtr. 9/98 (13.89%)
- -------------------------------------------------

VIF-Real Estate Opportunity Fund ______% ______%(2)
__________ Index(3) ______% ______%

FEES AND EXPENSES
<PAGE>
ANNUAL FUND OPERATING EXPENSES THAT ARE DEDUCTED FROM FUND ASSETS

VIF-REAL ESTATE OPPORTUNITY FUND

Management Fees 0.90%
Distribution and Service (12b-1) Fees None
Other Expenses (1)(2)(3) ___%
-----
Total Annual Fund Operating Expenses (1)(2)(3) ___%
=====

(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.

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

(3) Certain expenses of the Fund were absorbed voluntarily by INVESCO in order
to ensure that expenses for the Fund did not exceed 1.35% of the Fund's
average net assets pursuant to an agreement between the Fund and INVESCO.
This commitment may be changed at any time following consultation with the
board of directors. After absorption, the Fund's Other Expenses and Total
Annual Fund Operating Expenses for the fiscal year ended December 31, 1999
were ____% and ____%, respectively, of the Fund's average net assets.

EXAMPLE

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

1 year 3 years 5 years 10 years
$____* $____* $______ $_______

*Annualized

[ARROW ICON] INVESTMENT RISKS

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:

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.

NOT INSURED. Mutual funds are not insured by the 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.
<PAGE>
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.

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

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
investments. Certain stocks selected for the Fund's portfolio may decline in
value more than the overall stock market.

CREDIT RISK

The Fund may invest in debt instruments, such as notes, bonds and commercial
paper. 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 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
interest rate risks. 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 Investor Services, Inc. ("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.
<PAGE>
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. 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. Debt
securities rated lower than B by either S&P or Moody's are usually considered to
be highly 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 affect 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 S&P (categories
BB, B, or 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.

FOREIGN SECURITIES RISK

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.

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.

INTEREST RATE RISK

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 movements.

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.

COUNTERPARTY RISK

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 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.
<PAGE>
- --------------------------------------------------------------------------------
INVESTMENT RISKS
- --------------------------------------------------------------------------------
AMERICAN DEPOSITORY RECEIPTS (ADRs) Market, Information,
These are securities issued by U.S. banks that Political, Regulatory,
represent shares of foreign corporations held Diplomatic, Liquidity and
by those banks. Although traded in U.S. Currency Risks
securities markets and valued in U.S. dollars,
ADRs carry most of the risks of investing
directly in foreign securities.
- --------------------------------------------------------------------------------
DEBT SECURITIES Market, Credit, Interest
Securities issued by private companies or Rate and Duration Risks
governments representing an obligation to
pay interest and to repay principal when
the security matures.

- --------------------------------------------------------------------------------
REAL ESTATE INVESTMENT TRUST
Trusts that invest in real estate or Interest Rate and Market
interests in real estate. Shares of Risks
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 AGREEMENTS Credit and Counterparty
A contract under which the seller of a Risks
security agrees to buy it Risks back at
an agreed-upon price and time in the future.
- --------------------------------------------------------------------------------

[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, even
though that is not the normal investment strategy of the Fund. 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.

[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, 1999 of ____%.

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.
<PAGE>
[INVESCO ICON] FUND MANAGEMENT

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 $____ billion
for more than _______ shareholders of 45 INVESCO mutual funds. INVESCO performs
a wide variety of other services for the Funds, including administrative 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 ____% of its average annual net assets to INVESCO for its advisory
services in the fiscal year ended December 31, 1999.

[GRAPHIC OMITTED] PORTFOLIO MANAGER

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

SEAN KATOF, a portfolio manager of INVESCO, is the portfolio manager of the
Fund. Sean joined INVESCO in 1994. He holds an M.S. in Finance and a B.S. in
Business Administration from the University of Colorado in Boulder.

[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).

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 the regular trading day on that exchange
(normally, 4:00 p.m. Eastern 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.

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

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.

[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

YEAR ENDED PERIOD ENDED
DECEMBER 31 DECEMBER 31
- --------------------------------------------------------------------------------
1999 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>

APRIL 30, 2000

INVESCO VARIABLE INVESTMENT FUNDS, INC.
INVESCO VIF-REAL ESTATE OPPORTUNITY FUND

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.

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

811-8038

<PAGE>

PROSPECTUS | April 30, 2000

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

[INVESCO ICON] INVESCO

<PAGE>
This Prospectus will tell you more about:

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

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

The Fund seeks to make an investment grow. The Fund is actively
managed. It invests primarily in equity securities that INVESCO believes will
rise in price faster than other securities, as well as in options and other
investments whose values are based upon the values of equity securities. It can
also invest in debt securities, including so-called "junk bonds."

The Fund invests primarily in small-capitalization companies -- those with
market capitalizations of $2 billion or less at the time of purchase. We are
primarily looking for companies in the developing stages of their life cycles,
which are currently priced below our estimation of their potential, 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, and/or structural changes in the
economy.

The Fund is managed in the growth style. At INVESCO, growth investing starts
with research from the "bottom up," and focuses on company fundamentals and
growth prospects.

We require that securities purchased for the Fund meet the following standards:
o Exceptional growth: The markets and industries they represent are growing
significantly faster than the economy as a whole.
o Leadership: They are leaders -- or emerging leaders -- in these markets,
securing their position through technology, marketing, distribution or some
other innovative means.
o Financial validation: Their returns -- in the form of sales unit growth,
rising operating margins, internal funding and other factors -- demonstrate
exceptional growth and leadership.

Investments in small, developing companies carry greater risk than investments
in larger, more established companies. Developing companies generally face
intense competition, and have a higher rate of failure than larger companies. On
<PAGE>
the other hand, large companies were once small companies themselves, and the
growth opportunities of some small companies may be quite high.

[GRAPH ICON] FUND PERFORMANCE

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

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.

The chart below contains the following plot points:

- -------------------------------------------------
VIF - SMALL COMPANY GROWTH FUND
ACTUAL ANNUAL TOTAL RETURN(1)
=================================================
1997 1998 1999
____ ____ ____
- -------------------------------------------------
Best Calendar Qtr. 12/99 47.92%
Worst Calendar Qtr. 9/98 (17.29%)
- -------------------------------------------------

- --------------------------------------------------------------------------------
AVERAGE ANNUAL TOTAL RETURN(1)
AS OF 12/31/99
- --------------------------------------------------------------------------------
1 YEAR SINCE INCEPTION
VIF-Small Company Growth Fund ______% ______%(2)
Russell 2000 Index(3) ______% ______%

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

(2) The Fund commenced investment operations on August 25, 1997.

(3) 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.
<PAGE>
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) _____%
-------
Total Annual Fund Operating Expenses (1)(2)(3) _____%
=======

(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 arrangement.

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

(3) Certain expenses of the Fund were absorbed voluntarily by INVESCO in order
to ensure that expenses for the Fund did not exceed 1.25% of the Fund's
average net assets pursuant to an agreement between the Fund and INVESCO.
This commitment may be changed at any time following consultation with the
board of directors. After absorption, the Fund's Other Expenses and Total
Annual Fund Operating Expenses for the fiscal year ended December 31, 1999
were ____% and ____%, respectively, of the Fund's average net assets.

EXAMPLE

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

1 year 3 years 5 years 10 years
$----- $----- $----- $-----

[ARROW ICON] INVESTMENT RISKS

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:

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.

NOT INSURED. Mutual funds are not insured by the 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 and changes in the equity markets
as a whole.

[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. In general, the securities of large
businesses with outstanding securities worth $15 billion or more have less
volatility than those of mid-size businesses with outstanding securities worth
more than $2 billion or small businesses with outstanding securities worth less
than $2 billion.

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.

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,
described below.

OPTIONS AND FUTURES RISK

COUNTERPARTY RISK

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 movements.

FOREIGN SECURITIES RISK

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.

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>
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.

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.

The Fund generally invests in equity securities with market capitalizations of
$2 billion or less at the time of purchase. 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.

DELAYED DELIVERY OR
WHEN-ISSUED SECURITIES
Ordinarily, the Fund purchases securities Market and
and pays for them in cash at the normal Interest Rate Risks
trade settlement time. When 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
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.

<PAGE>
- --------------------------------------------------------------------------------
INVESTMENT RISKS
- --------------------------------------------------------------------------------
FORWARD FOREIGN CURRENCY
CONTRACTS
A contract to exchange an Currency, Political,
amount of currency on a Diplomatic, Counter-
date in the future at an party and Regulatory
agreed-upon exchange rate Risks
might be used by the Fund
to hedge against changes
in foreign 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 Market, Liquidity and Options
to buy or sell a specific amount of and Futures Risks
a financial instru ment (such as an
index option) at a stated price on a
stated date. The Fund may use futures
contracts to provide liquidity and to
hedge portfolio value.
- --------------------------------------------------------------------------------
JUNK BONDS
Debt Securities that are rated BB or Market, Credit, Interest Rate
lower by Standard & Poor's or Ba or and Duration Risks
lower by Moody's. Tend to pay higher
interest rates than higher-rated
debt securities, but carry a higher
credit risk.
- --------------------------------------------------------------------------------
OPTIONS
The obligation or right to deliver or Credit, Information,
receive a security or other instrument, Liquidity and Options and
index or com modity, or cash payment Futures Risks
depending on the price of the underlying
security or the perfor mance of an index
or other benchmark. Includes options on
specific securities and stock indices,
and stock index futures. May be used in
Fund's portfolio to provide liquidity and
hedge portfolio value.
- --------------------------------------------------------------------------------

OTHER FINANCIAL INSTRUMENTS
These may include forward contracts, Counterparty, Credit, Currency
swaps, caps, floors and collars. They Interest Rate, Liquidity,
may be used to try to manage the Fund's Market and Regulatory Risks
foreign currency exposure and other
investment risks, which can cause its
net asset value to rise or fall. The
Fund may use these financial
instruments, commonly known as
"derivatives," to increase or decrease
its exposure to changing securities
prices, interest rates, currency exchange
rates or other factors.

<PAGE>
- --------------------------------------------------------------------------------
INVESTMENT RISKS
- --------------------------------------------------------------------------------
REPURCHASE AGREEMENTS Credit and Counterparty
A contract under which the seller of a Risks
security agrees to buy it Risks back at
an agreed-upon price and time in the future.
- --------------------------------------------------------------------------------
RULE 144A SECURITIES Liquidity Risk
Securities that are not registered, but
which are bought 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.
- --------------------------------------------------------------------------------

[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, even
though that is not the normal investment strategy of the Fund. 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.

[ARROW ICON] PORTFOLIO TURNOVER

A portfolio turnover rate of 200%, for example, is equivalent to the Fund buying
and selling all of the securities in its portfolio two times in the course of a
year. A comparatively high turn-over rate may result in higher brokerage
commissions and taxable capital gain distributions to the Fund's shareholders.

[INVESCO ICON] FUND MANAGEMENT

INVESTMENT ADVISER

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 ____% of its average annual net assets to INVESCO for its advisory
services in the fiscal year ended December 31, 1999.

[INVESCO ICON] PORTFOLIO MANAGERS

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

STACIE COWELL, a vice president of INVESCO, is the lead portfolio manager of the
Fund. Before joining INVESCO in 1997, Stacie was a senior equity analyst with
Founders Asset Management and with Chase Manhattan Bank. She is a Chartered
Financial Analyst. Stacie holds an M.S. in Finance from the University of
Colorado and a B.A. in Economics from Colgate University.

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

TIMOTHY J. MILLER, a director and senior vice president of INVESCO, is a
co-portfolio manager of the Fund. Before joining INVESCO in 1992, Tim was a
portfolio manager with Mississippi Valley Advisors. He is a Chartered Financial
Analyst. Tim holds an M.B.A. from the University of Missouri - St. Louis and a
B.S.B.A. from St. Louis University.

Stacie Cowell and Trent May are members of the INVESCO Growth Team, which is led
by Tim 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).

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 the regular trading day on that exchange
(normally, 4:00 p.m. Eastern 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.

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

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.

[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

YEAR ENDED PERIOD ENDED
DECEMBER 31 DECEMBER 31
- --------------------------------------------------------------------------------
1999 1998 1997(a)

PER SHARE DATA
Net Asset Value--Beginning of Period $ 9.91 $ 10.00
- --------------------------------------------------------------------------------
INCOME FROM INVESTMENT OPERATIONS
Net Investment Income or (Loss) (0.01) 0.02
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 ($000 Omitted) $ 1,036 $ 247
Ratio of Expenses to Average Net Assets(d)(e) 1.87% 0.61%(f)
Ratio of Net Investment Income or (Loss) 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>

APRIL 30, 2000

INVESCO VARIABLE INVESTMENT FUNDS, INC.
INVESCO VIF - SMALL COMPANY GROWTH FUND

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.

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

811-8038
<PAGE>

PROSPECTUS | April 30, 2000

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, Strategies And Risks...........
Fund Performance.................................
Fees And Expenses................................
Investment Risks.................................
Risks Associated With Particular Investments.....
Temporary Defensive Positions....................
Portfolio Turnover...............................
Fund Management..................................
Portfolio Manager................................
Share Price......................................
Taxes............................................
Dividends And Capital Gain Distributions.........
Voting Rights....................................
Financial Highlights.............................

[INVESCO ICON] INVESCO

<PAGE>

This Prospectus will tell you more about:

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

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

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.

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

The Fund invests primarily in the equity securities of companies doing business
in the technology sector. These include, but are not limited to, applied
technology, biotechnology, communications, computers, electronics, Internet, IT
services and consulting, oceanography, office and factory automation,
networking, robotics and video. 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. A portion of the Fund's assets is not required to be
invested in the sector. To determine whether a potential investment is truly
doing business in the technology sector, a company must meet at least one of the
following tests:

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
<PAGE>
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.

The Fund's investments are diversified across the technology sector. However,
because the Fund's investments are limited to a comparatively narrow segment of
the economy, the Fund's investments are not as diversified as investments of
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, an investment in the Fund may rise or fall rapidly.

[GRAPH ICON] FUND PERFORMANCE

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

The chart below contains the following plot points:

- -------------------------------------------------
VIF - TECHNOLOGY FUND
ACTUAL ANNUAL TOTAL RETURN(1)
=================================================
1997 1998 1999
____ ____ ____
- -------------------------------------------------
Best Calendar Qtr. 12/99 66.65%
Worst Calendar Qtr. 9/98 (18.86%)
- -------------------------------------------------

<PAGE>
- --------------------------------------------------------------------------------
AVERAGE ANNUAL TOTAL RETURN(1)
AS OF 12/31/99
- --------------------------------------------------------------------------------
1 YEAR SINCE INCEPTION
VIF-Technology Fund ______% ______%(2)
S&P 500 Index(3) ______% ______%

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

(2) The Fund commenced investment operations on May 21, 1997.

(3) 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.

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) ____%
------
Total Annual Fund Operating Expenses (1)(2)(3) ____%
======

(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 arrangement.

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

(3) Certain expenses of the Fund were absorbed voluntarily by INVESCO in order
to ensure that expenses for the Fund did not exceed 1.25% of the Fund's
average net assets pursuant to an agreement between the Fund and INVESCO.
This commitment may be changed at any time following consultation with the
board of directors. After absorption, the Fund's Other Expenses and Total
Annual Fund Operating Expenses for the fiscal year ended December 31, 1999
were ____% and ____%, respectively of the Fund's average net assets.

EXAMPLE

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

1 year 3 years 5 years 10 years
$--- $--- $--- $---

<PAGE>
[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 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 and changes in the equity markets
as a whole.

[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
investments. Certain stocks selected for the Fund's portfolio may decline in
value more than the overall stock market.

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.
<PAGE>
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.

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. 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. Debt
securities rated lower than B by either S&P or Moody's are usually considered to
be highly 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 affect 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 S&P (categories
BB, B or 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.

FOREIGN SECURITIES RISKS

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

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.

INTEREST RATE RISK

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 movements.

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.

COUNTERPARTY RISK

<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 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.

- --------------------------------------------------------------------------------
ILLIQUID SECURITIES Liquidity Risk
A security that cannot be sold quickly at
its fair value.
- --------------------------------------------------------------------------------
REPURCHASE AGREEMENTS Credit and Counterparty
A contract under which the seller of a Risks
security agrees to buy it Risks back at
an agreed-upon price and time in the future.
- --------------------------------------------------------------------------------

[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, even
though that is not the normal investment strategy of the Fund. 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.

<PAGE>
[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, 1999 of ___%.

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

INVESTMENT ADVISER

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 ____% of its average annual net assets to INVESCO for its advisory
services in the fiscal year ended December 31, 1999.

[INVESCO ICON] PORTFOLIO MANAGER

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

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

[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>

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 the regular trading day on that exchange
(normally, 4:00 p.m. Eastern 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.

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

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.

[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

YEAR ENDED PERIOD ENDED
DECEMBER 31 DECEMBER 31
- --------------------------------------------------------------------------------
1999 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)
<PAGE>
(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>

APRIL 30, 2000

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

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.

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

811-8038
<PAGE>

PROSPECTUS | April 30, 2000

INVESCO VARIABLE INVESTMENT FUNDS, INC.

INVESCO VIF-TELECOMMUNICATIONS FUND

A MUTUAL FUND SOLD EXCLUSIVELY TO INSURANCE COMPANY SEPARATE ACCOUNTS FOR
VARIABLE ANNUITY AND VARIABLE LIFE INSURANCE CONTRACTS.

TABLE OF CONTENTS

Investment Goals, Strategies And Risks...........
Fund Performance.................................
Fees And Expenses................................
Investment Risks.................................
Risks Associated With Particular Investments.....
Temporary Defensive Positions....................
Portfolio Turnover...............................
Fund Management..................................
Portfolio Manager................................
Share Price......................................
Taxes............................................
Dividends And Capital Gain Distributions.........
Voting Rights....................................
Financial Highlights.............................

[INVESCO ICON] INVESCO

<PAGE>

This Prospectus will tell you more about:

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 direct all aspects of the
management 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.

The Fund seeks to make an investment grow. It also seeks current income.
The Fund is aggressively managed. It invests primarily in equity securities that
INVESCO believes will rise in price faster than other securities, as well as
options and other investments whose values are based upon the values of equity
securities. It can also invest in debt securities.

The Fund invests primarily in the equity securities of companies that are
engaged in the design, development, manufacture, distribution, or sale of
communications services and equipment, and companies that are involved in
supplying equipment or services to such companies.

The telecommunications sector includes companies that offer telephone services,
wireless communications, satellite communications, television and movie
programming, broadcasting, and Internet access. To determine whether a potential
investment is truly doing business in the telecommunications sector, a company
must meet at least one of the following tests:

o At least 50% of its gross income or its net sales must come from activities
in the telecommunications sector;
o At least 50% of its assets must be devoted to producing revenues from the
telecommunications sector; or
o Based on other available information, we determine that its primary
business is within the telecommunications sector.

INVESCO uses a bottom-up investment approach to create the Fund's investment
portfolio, focusing on company fundamentals and growth prospects when selecting
securities. We select stocks based on projected total return for individual
companies, while also analyzing country-specific factors that might affect stock
performance or influence company valuation. Normally, the Fund will invest
primarily in companies located in at least three different countries, although
U.S. issuers will often dominate the portfolio. The Fund's portfolio emphasizes
strongly managed market leaders, with a lesser weighting on small faster growing
companies which offer new products or services and/or increasing their market
share.
<PAGE>
The Fund's investments are diversified across the telecommunications
sector. However, because the Fund's 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 the Fund tends to be more volatile than many other mutual funds, and
the value of its portfolio investments may tend to go up and down more rapidly.
As a result, the value of an investment in the Fund may rise or fall rapidly.
The telecommunications sector is highly regulated, and changes in government
regulation can play a significant role in the prospects of the sector or
specific markets within the telecommunications sector.

The Fund is subject to other principal risks such as potential conflicts,
market, credit, debt securities, foreign securities, interest rate, duration,
liquidity, derivatives, counterparty and lack of timely information risks. These
risks are described and discussed later in this Prospectus under the headings
"Investment Risks" and "Risks Associated With Particular Investments." An
investment in the Fund is not a deposit of any bank and is not insured or
guaranteed by the Federal Deposit Insurance Corporation ("FDIC") or any other
government agency. As with any other mutual fund, there is always a risk that
an investment in the Fund can lose money.

[GRAPH ICON] FUND PERFORMANCE

The Fund commenced investment operations on September 21, 1999, and therefore
does not have a complete calendar year of performance.

FEES AND EXPENSES

ANNUAL FUND OPERATING EXPENSES THAT ARE DEDUCTED FROM FUND ASSETS

VIF-TELECOMMUNICATIONS FUND
Management Fees 0.75%
Distribution and Service (12b-1) Fees None
Other Expenses(1) ___%
-----
Total Annual Fund Operating Expenses(1) ___%
=====

(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.

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

(3) Certain expenses of the Fund were absorbed voluntarily by INVESCO in order
to ensure that expenses for the Fund did not exceed 1.25% of the Fund's
average net assets pursuant to an agreement between the Fund and INVESCO.
This commitment may be changed at any time following consultation with the
board of directors. After absorption, the Fund's Other Expenses and Total
Annual Fund Operating Expenses for the fiscal year ending December 31, 1999
were ____% and ____%, respectively, of the Fund's average net assets.

EXAMPLE

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

The 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
<PAGE>
annuity or variable insurance contract. The Example also assumes a hypothetical
5% return each year and that the Fund's operating expenses remain the same.
Although the actual costs and performance of the Fund may be higher or lower,
based on these assumptions your costs would have been:

1 year 3 years 5 years 10 years

$---- $---- $---- $----

[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 and changes in the equity markets
as a whole.

[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
investments. Certain stocks selected for the Fund's portfolio may decline in
value more than the overall stock market.

CREDIT RISK

The Fund may invest in debt instruments, such as notes and bonds. There is a
<PAGE>
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

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. 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. Debt
securities rated lower than B by either S&P or Moody's are usually considered to
be highly 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 affect 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.

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

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.

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.

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 movements.

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.
<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,
described below.

COUNTERPARTY RISK

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 are related to
telecommunications. 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.

- --------------------------------------------------------------------------------
INVESTMENT RISKS
- --------------------------------------------------------------------------------
AMERICAN DEPOSITORY RECEIPTS (ADRs) Market, Information,
These are securities issued by U.S. banks that Political, Regulatory,
represent shares of foreign corporations held Diplomatic, Liquidity and
by those banks. Although traded in U.S. Currency Risks
securities markets and valued in U.S. dollars,
ADRs carry most of the risks of investing
directly in foreign securities.
- --------------------------------------------------------------------------------
DEBT SECURITIES Market, Credit, Interest
Securities issued by private companies or Rate and Duration Risks
governments representing an obligation to
pay interest and to repay principal when
the security matures.
- --------------------------------------------------------------------------------
FORWARD FOREIGN CURRENCY Currency, Political,
CONTRACTS Diplomatic, and
A contract to exchange an Regulatory Risks
amount of currency on a
date in the future at an
agreed-upon exchange rate
might be used by the Fund
to hedge against changes
in foreign 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.
- --------------------------------------------------------------------------------
<PAGE>
- --------------------------------------------------------------------------------
INVESTMENT RISKS
- --------------------------------------------------------------------------------
ILLIQUID SECURITIES Liquidity Risk
A security that cannot be sold quickly at
its fair value.
- --------------------------------------------------------------------------------
REPURCHASE AGREEMENTS Credit and Counterparty
A contract under which the seller of a Risks
security agrees to buy it Risks back at
an agreed-upon price and time in the future.
- --------------------------------------------------------------------------------

[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, even
though that is not the normal investment strategy of the Fund. 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.

[ARROW ICON] PORTFOLIO TURNOVER

A portfolio turnover rate of 200%, for example, is equivalent to the Fund buying
and selling all of the securities in its portfolio two times in the course of a
year. A comparatively high turn-over rate may result in higher brokerage
commissions and taxable capital gain distributions to the Fund's shareholders.

[INVESCO ICON] FUND MANAGEMENT

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 $____ billion
for more than _______ shareholders of 45 INVESCO mutual funds. INVESCO performs
a wide variety of other services for the Funds, including administrative 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 ___% of its average annual net assets to INVESCO for its advisory
services as of December 31, 1999.

<PAGE>
[INVESCO ICON] PORTFOLIO MANAGER

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

BRIAN B. HAYWARD, a vice president of INVESCO, is the portfolio manager of the
Fund. Before joining INVESCO in 1997, Brian was a senior equity analyst with
Mississippi Valley Advisors in St. Louis, Missouri. He is a Chartered Financial
Analyst. Brian 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 co-led by William
R. Keithler and John R. Schroer.

[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).

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.

[GRAPH ICON] TAXES

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.
<PAGE>
[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, at least once a
year. 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.

FINANCIAL HIGHLIGHTS

<PAGE>

APRIL 30, 2000

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

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.

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

811-8038

<PAGE>

PROSPECTUS | April 30, 2000

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

[INVESCO ICON] INVESCO

<PAGE>
This Prospectus will tell you more about:

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

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

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.

The Fund seeks to make an investment grow. It also seeks to provide you
with current income. The Fund is actively managed. It invests in a mix of equity
securities and debt securities, as well as in options and other investments
whose values are based on the values of these securities. Often, but not always,
when stock markets are up, debt markets are down and vice versa. By investing in
both types of securities, the Funds attempt to cushion against sharp price
movements in both equity and debt securities.

The Fund invests primarily in a combination of common stocks of companies with a
strong history of paying regular dividends. The Fund also invests in debt
securities, including obligations of the U.S. government and government
agencies. The remaining assets of the Fund are 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. To determine the actual allocations, the return that INVESCO believes
is available from each category of investments is weighed against the returns
expected from other categories. 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
prices do 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 its
performance, its principal risk is market risk -- that is, that the price of the
securities in a 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 securities markets. Since INVESCO has discretion
<PAGE>
to allocate the amounts of equity securities and debt securities held by the
Fund, there is an additional risk that the portfolio of the Fund may not be
allocated in the most advantageous way between equity and debt securities,
particularly in times of significant market movements.

[GRAPH ICON] FUND PERFORMANCE

The bar chart below shows the Fund's actual yearly performance for the years
ended December 31 (commonly known as its "total return") since inception. The
table below shows average annual total returns for various periods ended
December 31 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 total returns and how its performance
compared to a broad measure of market performance. Remember, past performance
does not indicate how the Fund will perform in the future.

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

The chart below contains the following plot points:

- -----------------------------------------------------------
VIF - TOTAL RETURN FUND
ACTUAL ANNUAL TOTAL RETURN(1)
===========================================================
1994 1995 1996 1997 1998 1999
____ ____ ____ ____ ____ ____
- -----------------------------------------------------------
Best Calendar Qtr. 6/97 10.73%
Worst Calendar Qtr. 9/99 (10.12%)
- -----------------------------------------------------------

- --------------------------------------------------------------------------------
AVERAGE ANNUAL TOTAL RETURN(1)
AS OF 12/31/99
- --------------------------------------------------------------------------------
1 YEAR 5 YEARS SINCE INCEPTION
VIF-Total Return Fund _____% _____% ______%(2)
S&P 500 Index(3) _____% _____% ______%
Lehman Government/Corporate Bond Index(3) _____% _____% ______%

(1) Total return figures include reinvested dividends and capital gain
distributions, and include the effect of the Fund's expenses.
(2) The Fund commenced investment operations on June 2, 1994.
<PAGE>
(3) 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.

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) ____%
------
Total Annual Fund Operating Expenses (1)(2)(3) ____%
======

(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 arrangement.

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

(3) Certain expenses of the Fund were absorbed voluntarily by INVESCO in order
to ensure that expenses for the Fund did not exceed 1.15% of the Fund's
average net assets pursuant to an agreement between the Fund and INVESCO.
This commitment may be changed at any time following consultation with the
board of directors. After absorption, the Fund's Other Expenses andTotal
Annual Fund Operating Expenses for the fiscal year ended December 31, 1999
were ____% and ____%, respectively, of the Fund's average net assets.

EXAMPLE

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

1 year 3 years 5 years 10 years
$--- $--- $--- $---

[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 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 and changes in the equity and
debt markets as a whole.

[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.

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 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 Investors Service, Inc. ("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
<PAGE>
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.

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. 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. Debt
securities rated lower than B by either S&P or Moody's are usually considered to
be highly 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 affect 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 S&P (categories
BB, B or 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.

FOREIGN SECURITIES RISKS

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
<PAGE>
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.

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.

INTEREST RATE RISK

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 movements.

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.

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,
described below.

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
<PAGE>
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.

COUNTERPARTY RISK

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 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.

FORWARD FOREIGN CURRENCY
CONTRACTS
A contract to exchange an Currency, Political,
amount of currency on a Diplomatic, Counter-
date in the future at an party and Regulatory
agreed-upon exchange rate Risks
might be used by the Fund
to hedge against changes
in foreign 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 Market, Liquidity and Options
to buy or sell a specific amount of and Futures Risks
a financial instru ment (such as an
index option) at a stated price on a
stated date. The Fund may use futures
contracts to provide liquidity and to
hedge portfolio value.
- --------------------------------------------------------------------------------
<PAGE>
- --------------------------------------------------------------------------------
INVESTMENT RISKS
- --------------------------------------------------------------------------------
ILLIQUID SECURITIES
Securities that cannot be sold quickly Liquidity Risk
at fair value.
- --------------------------------------------------------------------------------

OPTIONS
The obligation or right to deliver or Credit, Information,
receive a security or other instrument, Liquidity and Options and
index or com modity, or cash payment Futures Risks
depending on the price of the underlying
security or the perfor mance of an index
or other benchmark. Includes options on
specific securities and stock indices,
and stock index futures. May be used in
Fund's portfolio to provide liquidity and
hedge portfolio value.
- --------------------------------------------------------------------------------
OTHER FINANCIAL INSTRUMENTS
These may include forward contracts, Counterparty, Credit, Currency
swaps, caps, floors and collars. They Interest Rate, Liquidity,
may be used to try to manage the Fund's Market and Regulatory Risks
foreign currency exposure and other
investment risks, which can cause its
net asset value to rise or fall. The
Fund may use these financial
instruments, commonly known as
"derivatives," to increase or decrease
its exposure to changing securities
prices, interest rates, currency exchange
rates or other factors.

- -------------------------------------------------------------------------------
REPURCHASE AGREEMENTS Credit and Counterparty
A contract under which the seller of a Risks
security agrees to buy it Risks back at
an agreed-upon price and time in the future.
- --------------------------------------------------------------------------------
RULE 144A SECURITIES Liquidity Risk
Securities that are not registered, but
which are bought 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.
- --------------------------------------------------------------------------------

[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, even
though that is not the normal investment strategy of the Fund. 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.
<PAGE>
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.

[ARROW ICON] PORTFOLIO TURNOVER

A portfolio turnover rate of 200%, for example, is equivalent to the Fund buying
and selling all of the securities in its portfolio two times in the course of a
year. A comparatively high turn-over rate may result in higher brokerage
commissions and taxable capital gain distributions to the Fund's shareholders.

[INVESCO ICON] FUND MANAGEMENT

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 $____ billion
for more than _______ shareholders of 45 INVESCO mutual funds. INVESCO performs
a wide variety of other services for the Funds, including administrative 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 ____% of its average annual net assets to INVESCO for its advisory
services in the fiscal year ended December 31, 1999.

[INVESCO ICON] PORTFOLIO MANAGERS

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

JAMES O. BAKER, a vice president of ICM, is a co-portfolio manager of the Fund.
Prior to joining ICM in 1992, Jim was a portfolio manager with Willis Investment
Counsel and a broker with Morgan Keegan and Drexel Burnham Lambert. He is a
Chartered Financial Analyst. Jim received his B.A. from Mercer University.

DAVID S. GRIFFIN, a portfolio manager of ICM, is an assistant portfolio manager
of the Fund. Dave joined ICM in 1991. He is a Chartered Financial Analyst. Dave
received his M.B.A. from the College of William and Mary and his B.A. from Ohio
Wesleyan University.

MARGARET DURKES HOOGS, a portfolio manager of ICM, is an assistant portfolio
manager of the Fund. Before joining ICM in 1993, Peg was a vice president and
portfolio manager for Sovran Capital Management. She is a Chartered Financial
Analyst. Peg received her B.A. from The Colorado College.
<PAGE>
EDWARD C. MITCHELL, a vice President of ICM, is a co-portfolio manager of the
Fund. Ed joined ICM in 1979, and manages other INVESCO Capital Management, Inc.
portfolios for investors. He is a Chartered Financial Analyst. Ed received his
M.B.A. from the University of Colorado and his B.A. from the University of
Virginia.

[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).

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.

[GRAPH ICON] Taxes

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.

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.

FINANCIAL HIGHLIGHTS

The financial highlights table is intended to help you understand the financial
performance of the Fund for the past five years (or, if shorter, the period of
the Fund's operations). Certain information reflects the financial results for a
single Fund share. The total returns in the table represent the annual
percentages that an investor would have earned (or lost) on an investment in a
share of the Fund (assuming reinvestment of all dividends and distributions).
This information has been audited by PricewaterhouseCoopers LLP, independent
accountants, whose report, along with the financial statements, are included in
INVESCO Variable Investment Funds, Inc.'s 1998 Annual Report to Shareholders,
which is incorporated by reference into the Statement of Additional Information.
This Report is available without charge by contacting IDI at the address or
telephone number on the back cover of this Prospectus.
<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31
- ----------------------------------------------------------------------------------------
1999 1998 1997 1996 1995
<S> <C> <C> <C> <C> <C>
PER SHARE DATA
Net Asset Value--
Beginning of Period $15.81 $13.21 $12.14 $10.09
- ----------------------------------------------------------------------------------------
INCOME FROM
INVESTMENT OPERATIONS
Net Investment Income 0.37 0.36 0.36 0.25
Net Gains on Securities (both
Realized and Unrealized) 1.13 2.66 1.12 2.05
- ----------------------------------------------------------------------------------------
TOTAL FROM INVESTMENT OPERATIONS 1.50 3.02 1.48 2.30
- ----------------------------------------------------------------------------------------
LESS DISTRIBUTIONS
Dividends from Net Investment
Income 0.36 0.34 0.36 0.24
In Excess of Net Investment
Income 0.00 0.00 0.05 0.00
Distributions from Capital Gains 0.37 0.08 0.00 0.01
- ----------------------------------------------------------------------------------------
TOTAL DISTRIBUTIONS 0.73 0.42 0.41 0.25
- ----------------------------------------------------------------------------------------
Net Asset Value--End of Period $16.58 $15.81 $13.21 $12.14
========================================================================================

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

RATIOS
Net Assets--End of Period
($000 Omitted) $35,360 $23,268 $13,513 $6,553
Ratio of Expenses to
Average Net Assets(d) 1.01%(e) 0.92%(e) 0.94%(e) 1.01%(e)
Ratio of Net Investment
Income to Average
Net Assets (d) 2.50% 3.07% 3.44% 3.91%
Portfolio Turnover Rate 17% 27% 12% 5%
</TABLE>
<PAGE>
(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>

APRIL 30, 2000

INVESCO VARIABLE INVESTMENT FUNDS, INC.
INVESCO VIF - TOTAL RETURN FUND

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.

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

811-8038
<PAGE>

PROSPECTUS | APRIL 30, 2000

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, Strategies And Risks...........
Fund Performance.................................
Fees And Expenses................................
Investment Risks.................................
Risks Associated With Particular Investments.....
Temporary Defensive Positions....................
Portfolio Turnover...............................
Fund Management..................................
Portfolio Manager................................
Share Price......................................
Taxes............................................
Dividends And Capital Gain Distributions.........
Voting Rights....................................
Financial Highlights.............................

[INVESCO ICON] INVESCO

<PAGE>

This Prospectus will tell you more about:

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

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

The Fund seeks to make an investment grow. It also seeks to provide you
with current income. The Fund is aggressively managed. Although the Fund can
invest in debt securities, it invests primarily in equity securities that
INVESCO believes will rise in price faster than other securities, as well as in
options and other instruments whose values are based upon the values of equity
securities.

The Fund invests primarily in equity securities of companies doing business
in the utilities economic sector. These companies include 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. A portion of the Fund's
assets is 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:

o At least 50% of its gross income or its net sales must come from
activities in the utilities economic sector;
o At least 50% of its assets must be devoted to producing revenues from the
utilities economic sector; or
o Based on other available information, we determine that its primary
business is within the utilities economic sector.

The Fund's investments are diversified across the utilities sector.
However, because those investments are limited to a comparatively narrow segment
<PAGE>
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 an 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.

An investment in a Fund is not a deposit of any bank and is not insured or
guaranteed by the Federal Deposit Insurance Corporation ("FDIC") or any other
government agency. As with any mutual fund, there is always a risk that an
investment in the Fund can lose money.

[GRAPH ICON] FUND PERFORMANCE

The bar chart below shows the Fund's actual yearly performance for the
years ended December 31 (commonly known as its "total return") since inception.
The table below shows average annual total returns for various periods ended
December 31 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
total returns and how its performance compared to a broad measure of market
performance. Remember, past performance does not indicate how the Fund will
perform in the future.

The chart below contains the following plot points:

- --------------------------------------------------------------------------------
VIF-UTILITIES FUND
ACTUAL ANNUAL TOTAL RETURN(1)
- --------------------------------------------------------------------------------

1995 1996 1997 1998 1999
____ ____ ____ ____ ____

- --------------------------------------------------------------------------------
Best Calendar Qtr. 12/98 17.18%
Worst Calendar Qtr. 9/98 (4.70%)
- --------------------------------------------------------------------------------
<PAGE>
- --------------------------------------------------------------------------------
AVERAGE ANNUAL TOTAL RETURN(1)
AS OF 12/31/99
- --------------------------------------------------------------------------------
1 YEAR SINCE INCEPTION

VIF - Utilities Fund 25.48% 17.50%(2)
Dow Jones Utilities Average Index(3) 14.37% 20.46%
- --------------------------------------------------------------------------------

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

(2) The Fund commenced investment operations on January 3, 1995.

(3) The Dow Jones Utilities Average Index is an unmanaged index of utilities
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.

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) ___%
----
Total Annual Fund Operating Expenses (1)(2)(3) ___%
====

(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 arrangement.

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

EXAMPLE

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

1 year 3 years 5 years 10 years

$--- $--- $--- $---

<PAGE>
[ARROW ICON] INVESTMENT RISKS

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:

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.

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

[ARROWS ICON] RISKS ASSOCIATED WITH PARTICULAR INVESTMENTS

POTENTIAL CONFLICTS

MARKET RISK

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

CREDIT RISK

DEBT SECURITIES RISK

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
<PAGE>
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 interest rate risks. 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.

FOREIGN SECURITIES RISKS

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

DURATION RISK

LIQUIDITY RISK

COUNTERPARTY RISK

<PAGE>
LACK OF TIMELY INFORMATION RISK

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.

<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------
INVESTMENT RISKS
- -------------------------------------------------------------------------------------------
<S> <C>
AMERICAN DEPOSITORY RECEIPTS (ADRS) Market, Information,
These are securities issued by U.S. banks that represent Political, Regulatory,
shares of foreign corporations held by those banks. Diplomatic, Liquidity and
Although traded in U.S. securities markets and valued in Currency Risks
U.S. dollars, ADRs carry most of the risks of investing
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.
- --------------------------------------------------------------------------------------------

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

</TABLE>

[ARROWS 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, even though that is not the normal investment strategy of the Fund.
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.

[ARROWS ICON] PORTFOLIO TURNOVER

We actively manage and trade the Fund's portfolio. Therefore, the Fund may
have a higher portfolio turnover rate compared to many other mutual funds. The
Fund's portfolio turnover rate for the year ended December 31, 1999 was ____%
<PAGE>
A portfolio turnover rate of 200%, for example, is equivalent to the Fund
buying and selling all of the securities in its portfolio two times in the
course of a year. A comparatively high turn-over rate may result in higher
brokerage commissions and taxable capital gain distributions to the Fund's
shareholders.

[INVESCO ICON] FUND MANAGEMENT

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 $____ billion
for more than _______ shareholders of 45 INVESCO mutual funds. INVESCO performs
a wide variety of other services for the Funds, including administrative 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 ____% of its average annual net assets to INVESCO for its advisory
services in the fiscal year ended December 31, 1999.

[INVESCO ICON] PORTFOLIO MANAGER

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

BRIAN B. HAYWARD, a vice president of INVESCO, is the portfolio manager of
the Fund. Before joining INVESCO in 1997, Brian was a senior equity analyst with
Mississippi Valley Advisors in St. Louis, Missouri. He is a Chartered Financial
Analyst. Brian 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).

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 the regular trading day on that exchange
<PAGE>
(normally, 4:00 p.m. Eastern 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.

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

YEAR ENDED DECEMBER 31
------------------------------------------------------
1999 1998 1997 1996 1995
<S> <C> <C> <C> <C> <C>
PER SHARE DATA
Net Asset Value--Beginning of Period $14.40 $11.95 $10.84 $10.00
- ----------------------------------------------------------------------------------------------
INCOME FROM INVESTMENT OPERATIONS
Net Investment Income 0.25 0.31 0.13 0.07
Net Gains on Securities
(Both Realized and Unrealized) 3.41 2.48 1.26 0.84
- ----------------------------------------------------------------------------------------------
TOTAL FROM INVESTMENT OPERATIONS 3.66 2.79 1.39 0.91
- ----------------------------------------------------------------------------------------------
LESS DISTRIBUTIONS
Dividends from Net Investment Income 0.24 0.29 0.13 0.07
In Excess of Net Investment Income 0.00 0.00 0.01 0.00
Distributions from Capital Gains 0.03 0.05 0.14 0.00
In Excess of Net Realized Gains 0.01 0.00 0.00 0.00
- ----------------------------------------------------------------------------------------------
TOTAL DISTRIBUTIONS 0.28 0.34 0.28 0.07
- ----------------------------------------------------------------------------------------------
Net Asset Value--End of Period $17.78 $14.40 $11.95 $10.84
==============================================================================================

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

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

APRIL 30, 2000

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

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

811-8038

<PAGE>

PROSPECTUS | April 30, 2000

INVESCO VARIABLE INVESTMENT FUNDS, INC.

INVESCO VIF--DYNAMICS FUND
INVESCO VIF--FINANCIAL SERVICES FUND
INVESCO VIF--HEALTH SCIENCES FUND
INVESCO VIF--TECHNOLOGY FUND
INVESCO VIF--TELECOMMUNICATIONS FUND

FIVE MUTUAL FUNDS SOLD EXCLUSIVELY TO INSURANCE COMPANY SEPARATE ACCOUNTS FOR
VARIABLE ANNUITY AND VARIABLE LIFE INSURANCE CONTRACTS.

TABLE OF CONTENTS

Investment Goals, Strategies And Risks .................
Fund Performance........................................
Fees And Expenses.......................................
Investment Risks........................................
Risks Associated With Particular Investments............
Temporary Defensive Positions...........................
Portfolio Turnover......................................
Fund Management.........................................
Portfolio Managers......................................
Share Price.............................................
Taxes...................................................
Dividends And Capital Gain Distributions................
Voting Rights...........................................
Financial Highlights....................................

[INVESCO ICON] INVESCO

<PAGE>

This Prospectus will tell you more about:

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

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

The Funds are 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 Funds directly. As an owner of a variable
annuity or variable life insurance contract that offers the Funds 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 Funds.

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 Funds.

[KEY ICON] INVESCO VIF--DYNAMICS FUND

The Fund invests primarily in common stocks of mid-sized U.S. companies - those
with market capitalizations between $2 billion and $15 billion at the time of
purchase but also has the flexibility to invest in other types of securities,
including preferred stocks, convertivble securities and bonds. The core of the
Fund's portfolio is invested in securities of established companies that are
leaders in attractive growth markets with a history of strong returns. The
remainder of the portfolio is invested in securities of companies that show
accelerating growth, drive by product cycles, favorable industry or sector
conditions and other factors that INVESCO believes will lead to rapid sales or
earnings growth.

The Fund is managed in the growth style. At INVESCO, growth investing starts
with research from the "bottom up," and focuses on company fundamentals and
growth prospects.

We require that securities purchased for the Funds meet the following standards:
o Exceptional growth: The markets and industries they represent are growing
significantly faster than the economy as a whole.
o Leadership: They are leaders -- or emerging leaders -- in these markets,
securing their position through technology, marketing, distribution or some
other innovative means.
<PAGE>
o Financial validation: Their returns -- in the form of sales unit growth,
rising operating margins, internal funding and other factors -- demonstrate
exceptional growth and leadership.

The Fund is subject to other principal risks such as potential conflicts,
market, credit, debt securities, foreign securities, interest rate, duration,
liquidity, derivatives, options and futures, counterparty and lack of timely
information risks. These risks are described and discussed later in the
Prospectus under the headings "Investment Risks" and "Risks Associated With
Particular Investments." An investment in the Fund is not a deposit of any bank
and is not insured or guaranteed by the Federal Deposit Insurance Corporation
("FDIC") or any other government agency. As with any mutual fund, there is
always a risk that an investment in the Fund can lose money.

[KEY ICON] INVESCO VIF--FINANCIAL SERVICES FUND

The Fund seeks to make an investment grow. The Fund is aggressively
managed. Although the Fund can invest in debt securities, tt invests primarily
in equity securities that INVESCO believes will rise in price faster than other
securities, as well as in options and other investments whose values are based
upon the values of equity securities.

The Fund invests primarily in equity securities of companies involved in the
financial services sector. These companies include, among others, banks
(regional and money-centers), insurance companies (life, property and casualty,
and multiline), and investment and miscellaneous industries (asset managers,
brokerage firms, and government-sponsored agencies). A portion of the Fund's
assets is not required to be invested in the sector. To determine whether a
potential investment is truly doing business in the financial services sector, a
company must meet at least one of the following tests:

o At least 50% of its gross income or its net sales must come from activities
in the financial services sector;
o At least 50% of its assets must be devoted to producing revenues from the
financial services sector; or
o Based on other available information, we determine that its primary
business is within the financial services sector.

Because of accounting differences in this sector, we place a greater emphasis on
companies that are increasing their revenue streams along with their earnings.
We seek companies that we believe can grow their revenues and earnings
regardless of the interest rate environment - although securities prices of
financial services companies generally are interest rate-sensitive. We prefer
companies that have both marketing expertise and superior technology, because
INVESCO believes these companies are more likely to deliver products that match
their customers' needs. We attempt to keep the portfolio holdings well
<PAGE>
diversified across the entire financial services sector. We adjust portfolio
weightings depending on current economic conditions and relative valuations of
securities.

The Fund's investments are diversified across the financial services sector.
However, because the Fund's 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 the Fund tends to be more volatile than many other mutual funds, and the
value of its portfolio investments may tend to go up and down more rapidly. As a
result, the value of an investment in the Fund may rise or fall rapidly.

This sector is generally subject to extensive government regulation, which may
change frequently. In addition, the profitability of businesses in these
industries depends heavily upon the availability and cost of money, and may
fluctuate significantly in response to changes in interest rates, as well as
changes in general economic conditions. From time to time, severe competition
may also affect the profitability of these industries, and the insurance
industry in particular.

[KEY ICON] INVESCO VIF--HEALTH SCIENCES FUND

The Fund invests primarily in the equity securities of companies that develop,
produce or distribute products or services related to health care. These
companies include, but are not limited to, medical equipment or supplies,
pharmaceuticals, health care facilities, and applied research and development of
new products or services. A portion of the Fund's assets is 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:

o At least 50% of its gross income or its net sales must come from activities
in the sector;
o At least 50% of its assets must be devoted to producing revenues from the
sector; or
o Based on other available information, we determine that its primary
business is within the sector.

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.
<PAGE>
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.

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 Fund is subject to other principal risks such as potential conflicts,
market, credit, foreign securities, interest rate, duration, liquidity,
derivatives, options and futures, counterparty and lack of timely information
risks. These risks are described and discussed later in the Prospectus under the
headings "Investment Risks" and "Risks Associated With Particular Investments."
An investment in the Fund is not a deposit of any bank and is not insured or
guaranteed by the Federal Deposit Insurance Corporation ("FDIC") or any other
government agency. As with any mutual fund, there is always a risk that an
investment in the Fund can lose money.

[KEY ICON] INVESCO VIF--TECHNOLOGY FUND

The Fund invests primarily in equity securities of companies engaged in the
technology sector. These include, but are not limited to, applied technology,
biotechnology, communications, computers, electronics, Internet, IT services and
consulting, oceanography, office and factory automation, robotics, and video.
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. A
portion of the Fund's assets is not required to be invested in the sector. To
determine whether a potential investment is truly doing business in the
technology sector, a company must meet at least one of the following tests:

o At least 50% of its gross income or its net sales must come from activities
in the technology sector;
o At least 50% of its assets must be devoted to producing revenues from the
technology sector; or
o Based on other available information, we determine that its primary
business is within the technology 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.

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.

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.

The Fund is subject to other principal risks such as potential conflicts,
market, credit, debt securities, foreign securities, interest rate, duration,
liquidity, derivatives, options and futures, counterparty and lack of timely
information risks. These risks are described and discussed later in the
Prospectus under the headings "Investment Risks" and "Risks Associated With
Particular Investments." An investment in the Fund is not a deposit of any bank
and is not insured or guaranteed by the Federal Deposit Insurance Corporation
("FDIC") or any other government agency. As with any mutual fund, there is
always a risk that an investment in the Fund can lose money.

[KEY ICON] INVESCO VIF--TELECOMMUNICATIONS FUND

The Fund seeks to make an investment grow. It also seeks to provide you
with current income. The Fund is aggressively managed. It invests primarily in
equity securities that INVESCO believes will rise in price faster than other
securities, as well as options and other investments whose values are based upon
the values of equity securities. It can also invest in debt securities.

The Fund invests primarily in equity securities of companies that are engaged in
the design, development, manufacture, distribution, or sale of communications
services and equipment, and companies that are involved in supplying equipment
or services to such companies.

The Fund's investments are diversified across the telecommunications
sector. However, because the Fund's 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 the Fund tends to be more volatile than many other mutual funds, and
the value of its portfolio investments may tend to go up and down more rapidly.
As a result, the value of an investment in the Fund may rise or fall rapidly.
The telecommunications sector is highly regulated, and changes in government
regulation can play a significant role in the prospects of the sector or
specific markets within the telecommunications sector.

Other principal risks involved in investing in the Fund are market, credit,
debt securities, foreign securities, interest rate, duration, liquidity,
derivatives, options and futures, counterparty and lack of timely information
risks. These risks are described and discussed later in this Prospectus under
the headings "Investment Risks" and "Risks Associated With Particular
Investments." As with any other mutual fund, there is always a risk that an
investment in the Fund can lose money.

[GRAPH ICON] FUND PERFORMANCE

The bar charts below show the VIF - Dynamics, VIF - Health Sciences and VIF
Technology Funds' actual yearly performance for the years ended December 31
(commonly known as its "total return") since inception. The table below shows
average annual total returns for various periods ended December 31 for each of
those Funds compared to the following relevant indexes: S&P Mid Cap 400 Index
and S&P 500 Index. The information in the charts and table illustrates the
variability of each Fund's total return and how its performance compared to a
broad measure of market performance. Remember, past performance does not
indicate how a Fund will perform in the future.

Each 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.

The VIF--Financial Services and VIF--Telecommunications Funds commenced
operations on September 21, 1999, and therefore do not have a complete calendar
year of performance.

The charts below contains the following plot points:

- -------------------------------------------------
VIF - DYNAMICS FUND
ACTUAL ANNUAL TOTAL RETURN(1)
=================================================
1997 1998 1999
____ ____ ____
- -------------------------------------------------
Best Calendar Qtr. 12/99 33.23%
Worst Calendar Qtr. 9/98 (19.95%)
- -------------------------------------------------
<PAGE>
- -------------------------------------------------
VIF - HEALTH SCIENCES FUND
ACTUAL ANNUAL TOTAL RETURN(1)
=================================================
1997 1998 1999
____ ____ ____
- -------------------------------------------------
Best Calendar Qtr. 12/98 15.79%
Worst Calendar Qtr. 6/99 (5.48%)
- -------------------------------------------------

- --------------------------------------------------------------------------------
AVERAGE ANNUAL TOTAL RETURN
AS OF 12/31/99
- --------------------------------------------------------------------------------
1 YEAR SINCE INCEPTION
VIF-Dynamics Fund ______% ______%(2)
S&P Mid Cap 400 Index(5) ______% ______%
VIF-Health Sciences Fund ______% ______%(3)
S&P 500 Index(5) ______% ______%
VIF-Technology Fund ______% ______%(4)
S&P 500 Index(5) ______% ______%

(1) Total return figures include reinvested dividends and capital gain
distributions, and include the effect of the Fund's expenses.
(2) The Fund commenced investment operations on August 25, 1998.
(3) The Fund commenced investment operations on May 22, 1997.
(4) The Fund commenced investment operations on May 21, 1997.
(5) The S&P Mid Cap 400 Index is an unmanaged index that shows performance of
domestic mid-capitalization stocks. 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 Indexes do not pay brokerage,
management or administrative expenses, all of which are paid by the Funds
and are reflected in their annual return.

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) ____%
------
Total Annual Fund Operating Expenses (1)(2)(3) ____%
======
<PAGE>
VIF-FINANCIAL SERVICES FUND
Management Fees 0.75%
Distribution and Service (12b-1) Fees None
Other Expenses (1)(2)(3) ____%
------
Total Annual Fund Operating Expenses (1)(2)(3) ____%
======

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

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

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

(1) The Funds' Actual Total Annual Fund Operating Expenses were lower than the
figures shown, because their custodian fees were reduced under an expense
offset arrangement.

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

(3) Certain expenses of VIF-Dynamics, VIF-Financial Services, VIF-Health
Sciences, VIF-Technology and VIF-Telecommunications Funds were absorbed
voluntarily by INVESCO in order to ensure that expenses for the Fund did
not exceed 1.15%, 1.25%, 1.25%, 1.25% and 1.25%, respectively, of each
Fund's average net assets pursuant to an agreement between the Fund and
INVESCO. These commitments may be changed at any time following
consultation with the board of directors. After absorption, VIF-Dynamics
Fund's Other Expenses and Total Annual Fund Operating Expenses for the
fiscal year ended December 31, 1999 were ____% and ____%, respectively, of
the Fund's average net assets; VIF-Financial Services Fund's Other Expenses
and Total Annual Fund Operating Expenses for the fiscal year ended December
31, 1999 were ____% and ____%, respectively, of the Fund's average net
assets; VIF-Health Sciences Fund's Other Expenses and Total Annual Fund
Operating Expenses for the fiscal year ended December 31, 1999 were ____%
and ____%, respectively, of the Fund's average net assets; VIF-Technology
Fund's Other Expenses and Total Annual Fund Operating Expenses for the
fiscal year ended December 31, 1999 were ____% and ____%, respectively, of
the Fund's average net assets; VIF-Telecommunications Fund's Other Expenses
and Total Annual Fund Operating Expenses for the fiscal year ended December
31, 1999 were ____% and ____%, respectively, of the Fund's average net
assets.

<PAGE>
EXAMPLE

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

The Example assumes a $10,000 allocation to a 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 that a Fund's operating expenses remain the same.
Although the actual costs and performance of each Fund may be higher or lower,
based on these assumptions your costs would have been:

1 year 3 years 5 years 10 years
Dynamics Fund $____ $____ $____ $____
Financial Services Fund $____ $____ $____ $____
Health Sciences Fund $____ $____ $____ $____
Technology Fund $____ $____ $____ $____
Telecommunications Fund $____ $____ $____ $____

[ARROW ICON] INVESTMENT RISKS

BEFORE ALLOCATING CONTRACT VALUES TO A 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 a Fund. The principal risks of any mutual fund,
including the Funds, are:

NOT INSURED. Mutual funds are not insured by the 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 a Fund's underlying investments and changes in the equity markets
as a whole.

[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 a
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 Funds 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.
<PAGE>
MARKET RISK

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

CREDIT RISK

The Funds 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 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
interest rate risks. An increase in interest rates tends to reduce the market
values of debt securities in which a Fund invests. A decline in interest rates
tends to increase the market values of debt securities in which a Fund invests.

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. 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 a Fund would be forced to sell it at a loss. Debt
securities rated lower than B by either S&P or Moody's are usually considered to
be highly 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 affect 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.
<PAGE>

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, or 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.

FOREIGN SECURITIES RISKS

Investments in foreign and emerging markets carry special risks, including
currency, political, regulatory and diplomatic risks. VIF-Dynamics,
VIF-Financial Services, VIF-Health Sciences and VIF-Technology Fund may invest
up to 25% of its assets in securities of non-U.S. issuers;
VIF-Telecommunications Fund may invest an unlimited amount of its assets in
securities of non-U.S. issuers. Securities of Canadian issuers and American
Depository Receipts are not subject to this 25% limitation.

CURRENCY RISK. A change in the exchange rate between U.S. dollars and a
foreign currency may reduce the value of a 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.

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.

INTEREST RATE RISK

Changes in interest rates will affect the resale value of debt securities held
<PAGE>
in a 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 movements.

LIQUIDITY RISK

A 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.
<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,
described below.

OPTIONS AND FUTURES RISK

COUNTERPARTY RISK

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 VIF--Dynamics Fund generally invests in common stocks of companies traded on
U.S. securities exchanges, as well as over-the-counter; and VIF--Financial
Services, VIF--Health Sciences, VIF--Technology and VIF--Telecommunications
Funds generally invest in equity securities of companies that are related to
their respective sectors. However, in an effort to diversify their holdings and
provide some protection against the risk of other investments, the Funds 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 a Fund's portfolio, have their own risk.
<PAGE>

- --------------------------------------------------------------------------------
INVESTMENT RISKS APPLIES TO THESE FUNDS
- --------------------------------------------------------------------------------
AMERICAN DEPOSITORY VIF-Dynamics
RECEIPTS (ADRs) Market, Information, VIF-Financial Services
These are securities issued Political, Regulatory, VIF-Health Sciences
by U.S. banks that represent Diplomatic, Liquidity VIF-Technology
shares of foreign corporations and Currency Risks VIF-Telecommunications
held by those banks.
Although traded in U.S. secu-
rities markets and valued in
U.S. dollars, ADRs carry most
of the risks of investing
directly in foreign securities.
- --------------------------------------------------------------------------------
DEBT SECURITIES VIF-Dynamics
Securities issued by private Market, Credit, VIF-Financial Services
companies or governments Interest Rate VIF-Health Sciences
representing an obligation to and Duration Risks VIF-Technology
pay interest and to repay VIF-Telecommunications
principal when the security
matures.
- --------------------------------------------------------------------------------
DELAYED DELIVERY OR VIF-Dynamics
WHEN-ISSUED SECURITIES
Ordinarily, the Fund purchases Market and
securities and pays for Interest Rate Risks
them in cash at the normal
trade settlement time. When
the Fund purchases a delayed
delivery or when-issued secu-
rity, 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 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 VIF-Dynamics
CONTRACTS VIF-Telecommunications
A contract to exchange an Currency, Political,
amount of currency on a Diplomatic, Counter-
date in the future at an party and Regulatory
agreed-upon exchange rate Risks
might be used by the Fund
to hedge against changes
in foreign 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.
- --------------------------------------------------------------------------------
<PAGE>
- --------------------------------------------------------------------------------
INVESTMENT RISKS APPLIES TO THESE FUNDS
- --------------------------------------------------------------------------------
FUTURES VIF-Dynamics
A futures contract is an Market,
agreement to buy or sell a Liquidity, and
specific amount of a finan Options and
cial instrument (such as Futures Risks
an index option) at a
stated price on a stated date.
The Fund may use futures
contracts to provide liquidity
and to hedge portfolio value.
- --------------------------------------------------------------------------------
ILLIQUID SECURITIES VIF-Health Sciences
A security that cannot be Liquidity Risk VIF-Technology
sold quickly at its fair VIF-Telecommunications
value.
- --------------------------------------------------------------------------------
JUNK BONDS VIF-Dynamics
Debt securities that are Market, Credit,
rated BBB or lower by S&P Interest Rate
or lower by Moody's. Tend and Duration
to pay higher interest Risks
rates than higher-rated
debt securities, but carry
a higher credit risk.
- --------------------------------------------------------------------------------
OPTION VIF-Dynamics
The obligation or right to Credit,
deliver or receive a Information,
security or other Liquidity, and
instrument, index or Options and
commodity, or cash payment Futures Risks
depending on the price of
the underly ing security
or the performance of an
index or other benchmark.
Includes options on specific
securities and stock indices,
and stock index futures. May
be used in the Fund's
portfolio to provide liquidity
and hedge portfolio value.
- --------------------------------------------------------------------------------
OTHER FINANCIAL INSTRUMENTS VIF-Dynamics
These may include forward Counterparty, Credit
contracts, swaps, caps, Currency, Interest
floors and collars. They may Rate, Liquidity,
be used to try to manage the Market, and
Fund's foreign currency Regulatory Risks
exposure and other investment
risks, which can cause its net
asset value to rise or fall.
The Fund may use these financial
instruments, commonly known as
"derivatives,"to increase or
decrease its exposure to
changing securities prices,
interest rates, currency exchange
rates or other factors.
- --------------------------------------------------------------------------------
<PAGE>
- --------------------------------------------------------------------------------
INVESTMENT RISKS APPLIES TO THESE FUNDS
- --------------------------------------------------------------------------------
REPURCHASE AGREEMENTS VIF-Dynamics
A contract under which the Credit and Counter- VIF-Financial Services
seller of a security agrees party Risks VIF-Health Sciences
to buy it back at an agreed- VIF-Technology
upon price and time in the VIF-Telecommunications
future.
- --------------------------------------------------------------------------------
RULE 144A SECURITIES VIF-Dynamics
Securities that are not regis- Liquidity Risk
tered, but which are bought
and sold solely by institu-
tional 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.
- --------------------------------------------------------------------------------

[ARROW ICON] TEMPORARY DEFENSIVE POSITIONS

When securities markets or economic conditions are unfavorable or unsettled, we
might try to protect the assets of each 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, even
though that is not the normal investment strategy of the Fund. We have the right
to invest up to 100% of each 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, a Fund's performance could be comparatively lower if it
concentrates in defensive holdings.

[ARROW ICON] PORTFOLIO TURNOVER

We actively manage and trade each Fund's portfolio. Therefore, some of the Funds
may have a high portfolio turnover rate compared to many other mutual funds. The
Funds with higher than average portfolio turnover rates for the fiscal year
ended December 31, 1999 were:

INVESCO VIF-Dynamics Fund ____%
INVESCO VIF-Financial Services Fund ____%
INVESCO VIF-Health Sciences Fund ____%
INVESCO VIF-Technology Fund ____%
INVESCO VIF-Telecommunications Fund ____%

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 and taxable capital gain distributions to a Fund's shareholders.
<PAGE>
[INVESCO ICON] FUND MANAGEMENT

INVESTMENT ADVISER

INVESCO, located at 7800 East Union Avenue, Denver, Colorado, is the investment
adviser of the Funds. INVESCO was founded in 1932 and manages over $____ billion
for more than _______ shareholders of 45 INVESCO mutual funds. INVESCO performs
a wide variety of other services for the Funds, including administrative 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
Funds' distributor and is responsible for the sale of the Funds' shares.

INVESCO and IDI are subsidiaries of AMVESCAP PLC.

The following table shows the fees the Funds paid to INVESCO for its advisory
services in the period ended December 31, 1999:

- ------------------------------------------------------
ADVISORY FEE AS A
PERCENTAGE OF
AVERAGE ANNUAL NET ASSETS
UNDER MANAGEMENT
- ------------------------------------------------------
VIF-Dynamics Fund ___%
VIF-Financial Services Fund ___%
VIF-Health Sciences Fund ___%
VIF-Technology Fund ___%
VIF-Telecommunications Fund ___%

[INVESCO ICON] PORTFOLIO MANAGERS

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

FUND PORTFOLIO MANAGER(S)
VIF--Dynamics Timothy J. Miller
Thomas Wald
VIF--Financial Services Jeffrey G. Morris
VIF--Health Sciences John R. Schroer
VIF--Technology William R. Keithler
VIF--Telecommunications Brian B. Hayward

BRIAN B. HAYWARD, a vice president of INVESCO, is the portfolio manager of the
Telecommunications Fund. Before joining INVESCO in 1997, Brian was a senior
equity analyst with Mississippi Valley Advisors in St. Louis, Missouri. He is a
Chartered Financial Analyst. Brian received an M.A. in Economics and a B.A. in
Mathematics from the University of Missouri.

WILLIAM R. KEITHLER, a senior vice president of INVESCO, is the portfolio
manager of the Technology Fund. Before joining INVESCO in 1999, Bill was a
portfolio manager with Berger Associates, Inc. He is a Chartered Financial
Analyst. Bill received an M.S. from the University of Wisconsin - Madison and a
B.A. from Webster College.
<PAGE>
TIMOTHY J. MILLER, a director and senior vice president of INVESCO, is the lead
portfolio manager of the Dynamics Fund. Before joining INVESCO in 1992, Tim was
a portfolio manager with Mississippi Valley Advisors. He is a Chartered
Financial Analyst. Tim holds an M.B.A. from the University of Missouri -St.
Louis and a B.S.B.A. from St. Louis University.

JEFFREY G. MORRIS, a vice president of INVESCO, is the portfolio manager of the
Financial Services Fund. Jeff joined INVESCO in 1992 and served as a research
analyst from 1994 to 1995. He received an M.S. in Finance from the University of
Colorado-Denver and a B.S. in Business Administration from Colorado State
University.

JOHN R. SCHROER, a senior vice president of INVESCO and vice president of
INVESCO Global Health Sciences Fund, is the portfolio manager of the Health
Sciences Fund. Before joining INVESCO in 1992, John was an assistant vice
president with Trust Company of the West from 1990 to 1992. He is a Chartered
Financial Analyst. John received an M.B.A. and B.S. from the University of
Wisconsin-Madison.

THOMAS WALD, a vice president of INVESCO, is the co-portfolio manager of the
Dynamics Fund. Before joining INVESCO in 1997, Tom was an analyst with Munder
Capital Management, Duff & Phelps and Prudential Investment Corp. He is a
Chartered Financial Analyst. Tom 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 Tim Miller.

Brian Hayward, Bill Keithler and Jeff Morris are members of INVESCO's Sector
Team, which is co-led by Bill Keithler and John Schroer.

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

[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).

The value of a Fund's 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 each Fund's portfolio each day that the New York Stock
Exchange ("NYSE") is open, at the close of the regular trading day on that
exchange (normally, 4:00 p.m. Eastern time). Therefore, shares of the Funds 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 a 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.

Foreign securities exchanges, which set the prices for foreign securities held
by the Funds, 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
<PAGE>
observed by the NYSE and not by overseas exchanges. In this situation, the Funds
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 Funds on that day.

[GRAPH ICON] TAXES

Each 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 a 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 Funds 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.

Each 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 a Fund's investments,
minus the Fund's expenses (including the advisory fee). All of the Funds' net
realized capital gains, if any, are distributed periodically, no less frequently
than annually. All dividends and distributions of the Funds are reinvested in
additional shares of a Fund at net asset value.

[INVESCO ICON] VOTING RIGHTS

Since the shares of each Fund are owned by your insurance company and not by you
directly, you will not vote shares of a 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

YEAR ENDED PERIOD ENDED
DECEMBER 31 DECEMBER 31
- --------------------------------------------------------------------------------
1998 1997(a)
VIF-DYNAMICS FUND
PER SHARE DATA $10.34 $10.00
Net Asset Value--Beginning of Period
- --------------------------------------------------------------------------------
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)

(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>
FINANCIAL HIGHLIGHTS (CONTINUED)

YEAR ENDED PERIOD ENDED
DECEMBER 31 DECEMBER 31
- --------------------------------------------------------------------------------
1998(a) 1997(b)
VIF-HEALTH SCIENCES FUND
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
Dividends from Net Investment Income(a) 0.03 0.00
Distributions 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)

(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.

(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>
FINANCIAL HIGHLIGHTS (CONTINUED)

YEAR ENDED PERIOD ENDED
DECEMBER 31 DECEMBER 31
- --------------------------------------------------------------------------------
1998 1997(a)
VIF-TECHNOLOGY FUND
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)

(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>

APRIL 30, 2000

INVESCO VARIABLE INVESTMENT FUNDS, INC.
INVESCO VIF--DYNAMICS FUND
INVESCO VIF--FINANCIAL SERVICES FUND
INVESCO VIF--HEALTH SCIENCES FUND
INVESCO VIF--TECHNOLOGY FUND
INVESCO VIF--TELECOMMUNICATIONS FUND

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.

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

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
(formerly, INVESCO VIF - Industrial Income Fund)
INVESCO VIF -- Financial Services Fund
INVESCO VIF -- Health Sciences Fund
INVESCO VIF -- High Yield Fund
INVESCO VIF -- Market Neutral Fund
INVESCO VIF -- Real Estate Opportunity Fund
(formerly, INVESCO VIF - Realty Fund)
INVESCO VIF -- Small Company Growth Fund
INVESCO VIF -- Technology Fund
INVESCO VIF -- Telecommunications Fund
INVESCO VIF -- Total Return Fund
INVESCO VIF -- Utilities Fund

Address: Mailing Address:

7800 E. Union Ave., Denver, CO 80237 P.O. Box173706, Denver, CO 80217-3706

Telephone:

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

April 30, 2000

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

Prospectuses for INVESCO VIF - Blue Chip Growth, INVESCO VIF - Dynamics, INVESCO
VIF Equity Income, INVESCO VIF - Financial Services, INVESCO VIF - Health
Sciences, INVESCO VIF - High Yield, INVESCO VIF - Market Neutral, INVESCO VIF -
Real Estate Opportunity, INVESCO VIF - Small Company Growth, INVESCO VIF -
Technology, INVESCO VIF - Telecommunications, INVESCO VIF - Total Return and
INVESCO VIF - Utilities Funds dated April 30, 2000, 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, the current Prospectuses, SAI and annual and
semiannual reports of the Funds by writing to INVESCO Distributors, Inc., P.O.
Box 173706, Denver, CO 80217-3706 , or by calling 1-800-525-8085. The
Prospectuses of the Funds are also available through the INVESCO Web site at
www.invesco.com.

<PAGE>

TABLE OF CONTENTS

The Company . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

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

Investment Restrictions. . . . . . . . . . . . . . . . . . . . . . . . . .

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

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

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

Capital Stock . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Tax Consequences of Owning Shares of a Fund. . . . . . . . . . . . . . . .

Performance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Financial Statements. . . . . . . . . . . . . . . . . . . . . . . . . . .

Appendix A. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

<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 thirteen portfolios of investments: INVESCO VIF -- Blue
Chip Growth, INVESCO VIF -- Dynamics, INVESCO VIF -- Equity Income, INVESCO VIF
- - Financial Services, INVESCO VIF -- Health Sciences, INVESCO VIF -- High Yield,
INVESCO VIF - Market Neutral, INVESCO VIF -- Real Estate Opportunity, INVESCO
VIF -- Small Company Growth, INVESCO VIF -- Technology, INVESCO VIF -
Telecommunications, INVESCO VIF -- Total Return and INVESCO VIF -- Utilities
Funds (each a "Fund" and, collectively, 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 the
portfolio of each Fund 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 Market Neutral Fund are discussed in
the Fund's Prospectus. Market Neutral Fund may invest in equity securities of
companies traded on U.S. stock exchanges and U.S. Treasury bills. In addition,
Market Neutral Fund will engage in short sales. Please see below for additional
disclosure regarding equity securities and short sales.

The principal investments and policies of the remaining Funds are also discussed
in the Prospectuses of the Funds. The remaining 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.

CERTIFICATES OF DEPOSIT IN FOREIGN BANKS AND U.S. BRANCHES OF FOREIGN BANKS --
The Funds may maintain time deposits in and invest in U.S. dollar denominated
CDs issued by foreign banks and U.S. branches of foreign banks. The Funds limit
investments in foreign bank obligations to U.S. dollar denominated obligations
of foreign banks which have more than $10 billion in assets, have branches or
agencies in the U.S., and meet other criteria established by the board of
directors. Investments in foreign securities involve special considerations.
<PAGE>
There is generally less publicly available information about foreign issuers
since many foreign countries do not have the same disclosure and reporting
requirements as are imposed by the U.S. securities laws. Moreover, foreign
issuers are generally not bound by uniform accounting and auditing and financial
reporting requirements and standards of practice comparable to those applicable
to domestic issuers. Such investments may also entail the risks of possible
imposition of dividend withholding or confiscatory taxes, possible currency
blockage or transfer restrictions, expropriation, nationalization or other
adverse political or economic developments, and the difficulty of enforcing
obligations in other countries.

The Funds may also invest in bankers' acceptances, time deposits and
certificates of deposit of U.S. branches of foreign banks and foreign branches
of U.S. banks. Investments in instruments of U.S. branches of foreign banks will
be made only with branches that are subject to the same regulations as U.S.
banks. Investments in instruments issued by a foreign branch of a U.S. bank will
be made only if the investment risk associated with such investment is the same
as that involving an investment in instruments issued by the U.S. parent, with
the U.S. parent unconditionally liable in the event that the foreign branch
fails to pay on the investment for any reason.

COMMERCIAL PAPER -- Commercial paper is the term for short-term promissory notes
issued by domestic corporations to meet current working capital needs.
Commercial paper may be unsecured by the corporation's assets but may be backed
by a letter of credit from a bank or other financial institution. The letter of
credit enhances the paper's creditworthiness. The issuer is directly responsible
for payment but the bank "guarantees" that if the note is not paid at maturity
by the issuer, the bank will pay the principal and interest to the buyer.
INVESCO Funds Group, Inc. ("INVESCO"), the Funds' investment adviser, will
consider the creditworthiness of the institution issuing the letter of credit,
as well as the creditworthiness of the issuer of the commercial paper, when
purchasing paper enhanced by a letter of credit. Commercial paper is sold either
as interest-bearing or on a discounted basis, with maturities not exceeding 270
days.

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.

Moody's Investors Service, 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." High Yield
Fund invests primarily in junk bonds. Equity Income Fund may invest up to 15% of
its portfolio in such securities. 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
<PAGE>
those securities. A debt security is considered lower-grade if it is rated Ba or
less by Moody's, 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, Equity Income, Financial Services, Health Sciences, Real Estate
Opportunity, Technology, Telecommunications and Utilites Funds' investments have
generally been limited to debt securities rated B or higher by either S&P or
Moody's. Blue Chip Growth, Dynamics, Equity Income and Small Company Growth
Funds are not permitted to invest in bonds that are in default or are rated CCC
or below by S&P or Caa or below by Moody's or, if unrated, are judged by INVESCO
to be of equivalent quality. Total Return Fund may invest only in bonds rated
BBB or higher by S&P or Baa or higher by Moody's, or, if unrated, are judged by
INVESCO to be of equivalent quality. Debt securities rated lower than B by
either S&P or Moody's are usually considered to be speculative. At the time of
purchase, INVESCO will limit Fund investments to debt securities which INVESCO
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 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.

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

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 A.
<PAGE>
The Funds may invest in zero coupon bonds, step-up bonds, mortgage-backed
securities and asset-backed securities. Zero coupon bonds do not make regular
interest payments. Zero coupon bonds are sold at a discount from face value.
Principal and accrued discount (representing interest earned but not paid) are
paid at maturity in the amount of the face value. Step-up bonds initially make
no (or low) cash interest payments but begin paying interest (or a higher rate
of interest) at a fixed time after issuance of the bond. The market values of
zero coupon and step-up bonds generally fluctuate more in response to changes in
interest rates than interest-paying securities of comparable term and quality. A
Fund may be required to distribute income recognized on these bonds, even though
no cash may be paid to the Fund until the maturity or call date of a bond, in
order for the Fund to maintain its qualification as a regulated investment
company. These required distributions could reduce the amount of cash available
for investment by a Fund. Mortgage-backed securities represent interests in
pools of mortgages while asset-backed securities generally represent interests
in pools of consumer loans. Both of these are usually set up as pass-through
securities. Interest and principal payments ultimately depend on payment of the
underlying loans, although the securities may be supported, at least in part, by
letters of credit or other credit enhancements or, in the case of
mortgage-backed securities, guarantees by the U.S. government, its agencies or
instrumentalities. The underlying loans are subject to prepayments that may
shorten the securities' weighted average lives and may lower their returns.

DOMESTIC BANK OBLIGATIONS -- U.S. banks (including their foreign branches) issue
certificates of deposit (CDs) and bankers' acceptances which may be purchased by
the Funds if an issuing bank has total assets in excess of $5 billion and the
bank otherwise meets the Funds' credit rating requirements. CDs are issued
against deposits in a commercial bank for a specified period and rate and are
normally negotiable. Eurodollar CDs are certificates issued by a foreign branch
(usually London) of a U.S. domestic bank, and, as such, the credit is deemed to
be that of the domestic bank. Bankers' acceptances are short-term credit
instruments evidencing the promise of the bank (by virtue of the bank's
"acceptance") to pay at maturity a draft which has been drawn on it by a
customer (the "drawer"). Bankers' acceptances are used to finance the import,
export, transfer, or storage of goods and reflect the obligation of both the
bank and the drawer to pay the face amount. Both types of securities are subject
to the ability of the issuing bank to meet its obligations, and are subject to
risks common to all debt securities. In addition, banker's acceptances may be
subject to foreign currency risk and certain other risks of investment in
foreign securities.

EQUITY SECURITIES -- 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.

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. 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.

<PAGE>
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 the 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.

EUROBONDS AND YANKEE BONDS -- The Funds may invest in bonds issued by foreign
branches of U.S. banks ("Eurobonds") and bonds issued by a U.S. branch of a
foreign bank and sold in the United States ("Yankee bonds"). These bonds are
bought and sold in U.S. dollars, but generally carry with them the same risks as
investing in foreign securities.

FOREIGN SECURITIES -- 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,
<PAGE>
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.

FUTURES, OPTIONS AND OTHER FINANCIAL INSTRUMENTS

GENERAL. The adviser and/or sub-adviser may use various types of financial
instruments, some of which are derivatives, to attempt to manage the risk of a
Fund's investments or, in certain circumstances, for investment (e.g., as a
substitute for investing in securities). These financial instruments include
options, futures contracts (sometimes referred to as "futures"), forward
contracts, swaps, caps, floors and collars (collectively, "Financial
Instruments"). The policies in this section do not apply to other types of
instruments sometimes referred to as derivatives, such as indexed securities,
mortgage-backed and other asset-backed securities, and stripped interest and
principal of debt.

Hedging strategies can be broadly categorized as "short" hedges and "long" or
"anticipatory" hedges. A short hedge involves the use of a Financial Instrument
in order to partially or fully offset potential variations in the value of one
or more investments held in a Fund's portfolio. A long or anticipatory hedge
involves the use of a Financial Instrument in order to partially or fully offset
potential increases in the acquisition cost of one or more investments that the
Fund intends to acquire. In an anticipatory hedge transaction, the Fund does not
already own a corresponding security. Rather, it relates to a security or type
of security that the Fund intends to acquire. If the Fund does not eliminate the
hedge by purchasing the security as anticipated, the effect on the Fund's
portfolio is the same as if a long position were entered into. Financial
Instruments may also be used, in certain circumstances, for investment (e.g., as
a substitute for investing in securities).
<PAGE>
Financial Instruments on individual securities generally are used to attempt to
hedge against price movements in one or more particular securities positions
that a Fund already owns or intends to acquire. Financial Instruments on
indexes, in contrast, generally are used to attempt to hedge all or a portion of
a portfolio against price movements of the securities within a market sector in
which the Fund has invested or expects to invest.

The use of Financial Instruments is subject to applicable regulations of the
Securities and Exchange Commission ("SEC"), the several exchanges upon which
they are traded, and the Commodity Futures Trading Commission ("CFTC"). In
addition, the Funds' ability to use Financial Instruments will be limited by tax
considerations. See "Tax Consequences of Owning Shares of a Fund."

In addition to the instruments and strategies described below, the adviser
and/or sub-adviser may use other similar or related techniques to the extent
that they are consistent with a Fund's investment objective and permitted by its
investment limitations and applicable regulatory authorities. The Funds'
Prospectuses or Statement of Additional Information ("SAI") will be supplemented
to the extent that new products or techniques become employed involving
materially different risks than those described below or in the Prospectuses.

SPECIAL RISKS. Financial Instruments and their use involve special
considerations and risks, certain of which are described below.

(1) Financial Instruments may increase the volatility of a Fund. If the adviser
and/or sub-adviser employs a Financial Instrument that correlates imperfectly
with a Fund's investments, a loss could result, regardless of whether or not the
intent was to manage risk. In addition, these techniques could result in a loss
if there is not a liquid market to close out a position that a Fund has entered.

(2) There might be imperfect correlation between price movements of a Financial
Instrument and price movement of the investment(s) being hedged. For example, if
the value of a Financial Instrument used in a short hedge increased by less than
the decline in value of the hedged investment(s), the hedge would not be fully
successful. This might be caused by certain kinds of trading activity that
distorts the normal price relationship between the security being hedged and the
Financial Instrument. Similarly, the effectiveness of hedges using Financial
Instruments on indexes will depend on the degree of correlation between price
movements in the index and price movements in the securities being hedged.

The Funds are authorized to use options and futures contracts related to
securities with issuers, maturities or other characteristics different from the
securities in which it typically invests. This involves a risk that the options
or futures position will not track the performance of a Fund's portfolio
investments.

The direction of options and futures price movements can also diverge from the
direction of the movements of the prices of their underlying instruments, even
if the underlying instruments match a Fund's investments well. Options and
futures prices are affected by such factors as current and anticipated
short-term interest rates, changes in volatility of the underlying instrument,
and the time remaining until expiration of the contract, which may not affect
security prices the same way. Imperfect correlation may also result from
differing levels of demand in the options and futures markets and the securities
markets, from structural differences in how options and futures and securities
are traded, or from imposition of daily price fluctuation limits or trading
halts. A Fund may take positions in options and futures contracts with a greater
or lesser face value than the securities it wishes to hedge or intends to
purchase in order to attempt to compensate for differences in volatility between
the contract and the securities, although this may not be successful in all
cases.
<PAGE>
(3) If successful, the above-discussed hedging strategies can reduce risk
of loss by wholly or partially offsetting the negative effect of unfavorable
price movements of portfolio securities. However, such strategies can also
reduce opportunity for gain by offsetting the positive effect of favorable price
movements. For example, if a Fund entered into a short hedge because the adviser
and/ or sub-adviser projected a decline in the price of a security in the Fund's
portfolio, and the price of that security increased instead, the gain from that
increase would likely be wholly or partially offset by a decline in the value of
the short position in the Financial Instrument. Moreover, if the price of the
Financial Instrument declined by more than the increase in the price of the
security, the Fund could suffer a loss.

(4) A Fund's ability to close out a position in a Financial Instrument prior to
expiration or maturity depends on the degree of liquidity of the market or, in
the absence of such a market, the ability and willingness of the other party to
the transaction (the "counterparty") to enter into a transaction closing out the
position. Therefore, there is no assurance that any position can be closed out
at a time and price that is favorable to a Fund.

(5) As described below, the Funds are required to maintain assets as "cover,"
maintain segregated accounts or make margin payments when they take positions in
Financial Instruments involving obligations to third parties (i.e., Financial
Instruments other than purchased options). If a Fund is unable to close out its
positions in such Financial Instruments, it might be required to continue to
maintain such assets or segregated accounts or make such payments until the
position expired. These requirements might impair a Fund's ability to sell a
portfolio security or make an investment at a time when it would otherwise be
favorable to do so, or require that the Fund sell a portfolio security at a
disadvantageous time.

COVER. Positions in Financial Instruments, other than purchased options, expose
the Funds to an obligation to another party. A Fund will not enter into any such
transaction unless it owns (1) an offsetting ("covered") position in securities,
currencies or other options, futures contracts or forward contracts, or (2) cash
and liquid assets with a value, marked-to-market daily, sufficient to cover its
obligations to the extent not covered as provided in (1) above. The Funds will
comply with SEC guidelines regarding cover for these instruments and will, if
the guidelines so require, designate cash or liquid assets as segregated in the
prescribed amount as determined daily.

Assets used as cover or held as segregated cannot be sold while the position in
the corresponding Financial Instrument is open unless they are replaced with
other appropriate assets. As a result, the commitment of a large portion of a
Fund's assets to cover or to hold as segregated could impede portfolio
management or the Fund's ability to meet redemption requests or other current
obligations.

OPTIONS. Each Fund may engage in certain strategies involving options to attempt
to manage the risk of its investments or, in certain circumstances, for
investment (e.g., as a substitute for investing in securities). A call option
gives the purchaser the right to buy, and obligates the writer to sell the
underlying investment at the agreed-upon exercise price during the option
period. A put option gives the purchaser the right to sell, and obligates the
writer to buy the underlying investment at the agreed-upon exercise price during
the option period. Purchasers of options pay an amount, known as a premium, to
the option writer in exchange for the right under the option contract. See
"Options on Indexes" below with regard to cash settlement of option contracts on
index values.
<PAGE>
The purchase of call options can serve as a hedge against a price rise of the
underlier and the purchase of put options can serve as a hedge against a price
decline of the underlier. Writing call options can serve as a limited short
hedge because declines in the value of the hedged investment would be offset to
the extent of the premium received for writing the option. However, if the
security or currency appreciates to a price higher than the exercise price of
the call option, it can be expected that the option will be exercised and a Fund
will be obligated to sell the security or currency at less than its market
value.

Writing put options can serve as a limited long or anticipatory hedge because
increases in the value of the hedged investment would be offset to the extent of
the premium received for writing the option. However, if the security or
currency depreciates to a price lower than the exercise price of the put option,
it can be expected that the put option will be exercised and a Fund will be
obligated to purchase the security or currency at more than its market value.

The value of an option position will reflect, among other things, the current
market value of the underlying investment, the time remaining until expiration,
the relationship of the exercise price to the market price of the underlying
investment, the price volatility of the underlying investment and general market
and interest rate conditions. Options that expire unexercised have no value.

A Fund may effectively terminate its right or obligation under an option by
entering into a closing transaction. For example, the Fund may terminate its
obligation under a call or put option that it had written by purchasing an
identical call or put option, which is known as a closing purchase transaction.
Conversely, the Fund may terminate a position in a put or call option it had
purchased by writing an identical put or call option, which is known as a
closing sale transaction. Closing transactions permit a Fund to realize profits
or limit losses on an option position prior to its exercise or expiration.

RISKS OF OPTIONS ON SECURITIES. Options embody the possibility of large amounts
of exposure, which will result in a Fund's net asset value being more sensitive
to changes in the value of the related investment. A Fund may purchase or write
both exchange-traded and OTC options. Exchange-traded options in the United
States are issued by a clearing organization affiliated with the exchange on
which the option is listed that, in effect, guarantees completion of every
exchange-traded option transaction. In contrast, OTC options are contracts
between a Fund and its counterparty (usually a securities dealer or a bank) with
no clearing organization guarantee. Thus, when a Fund purchases an OTC option,
it relies on the counterparty from whom it purchased the option to make or take
delivery of the underlying investment upon exercise of the option. Failure by
the counterparty to do so would result in the loss of any premium paid by a Fund
as well as the loss of any expected benefit from the transaction.

The Funds' ability to establish and close out positions in options depends
on the existence of a liquid market. However, there can be no assurance that
such a market will exist at any particular time. Closing transactions can be
made for OTC options only by negotiating directly with the counterparty, or by a
transaction in the secondary market if any such market exists. There can be no
assurance that a Fund will in fact be able to close out an OTC option position
at a favorable price prior to expiration. In the event of insolvency of the
counterparty, a Fund might be unable to close out an OTC option position at any
time prior to the option's expiration. If a Fund is not able to enter into an
offsetting closing transaction on an option it has written, it will be required
to maintain the securities subject to the call or the liquid assets underlying
the put until a closing purchase transaction can be entered into or the option
expires. However, there can be no assurance that such a market will exist at any
particular time.
<PAGE>
If a Fund were unable to effect a closing transaction for an option it had
purchased, it would have to exercise the option to realize any profit. The
inability to enter into a closing purchase transaction for a covered call option
written by a Fund could cause material losses because the Fund would be unable
to sell the investment used as cover for the written option until the option
expires or is exercised.

OPTIONS ON INDEXES. Puts and calls on indexes are similar to puts and calls on
securities or futures contracts except that all settlements are in cash and
changes in value depend on changes in the index in question. When a Fund writes
a call on an index, it receives a premium and agrees that, prior to the
expiration date, upon exercise of the call, the purchaser will receive from the
Fund an amount of cash equal to the positive difference between the closing
price of the index and the exercise price of the call times a specified multiple
("multiplier"), which determines the total dollar value for each point of such
difference. When a Fund buys a call on an index, it pays a premium and has the
same rights as to such call as are indicated above. When a Fund buys a put on an
index, it pays a premium and has the right, prior to the expiration date, to
require the seller of the put to deliver to the Fund an amount of cash equal to
the positive difference between the exercise price of the put and the closing
price of the index times the multiplier. When a Fund writes a put on an index,
it receives a premium and the purchaser of the put has the right, prior to the
expiration date, to require the Fund to deliver to it an amount of cash equal to
the positive difference between the exercise price of the put and the closing
level of the index times the multiplier.

The risks of purchasing and selling options on indexes may be greater than
options on securities. Because index options are settled in cash, when a Fund
writes a call on an index it cannot fulfill its potential settlement obligations
by delivering the underlying securities. A Fund can offset some of the risk of
writing a call index option by holding a diversified portfolio of securities
similar to those on which the underlying index is based. However, a Fund cannot,
as a practical matter, acquire and hold a portfolio containing exactly the same
securities as underlie the index and, as a result, bears a risk that the value
of the securities held will vary from the value of the index.

Even if a Fund could assemble a portfolio that exactly reproduced the
composition of the underlying index, it still would not be fully covered from a
risk standpoint because of the "timing risk" inherent in writing index options.
When an index option is exercised, the amount of cash that the holder is
entitled to receive is determined by the difference between the exercise price
and the closing index level. As with other kinds of options, a Fund as the call
writer will not learn what it has been assigned until the next business day. The
time lag between exercise and notice of assignment poses no risk for the writer
of a covered call on a specific underlying security, such as common stock,
because in that case the writer's obligation is to deliver the underlying
security, not to pay its value as of a moment in the past. In contrast, the
writer of an index call will be required to pay cash in an amount based on the
difference between the closing index value on the exercise date and the exercise
price. By the time a Fund learns what it has been assigned, the index may have
declined. This "timing risk" is an inherent limitation on the ability of index
call writers to cover their risk exposure.

If a Fund has purchased an index option and exercises it before the closing
index value for that day is available, it runs the risk that the level of the
underlying index may subsequently change. If such a change causes the exercised
option to fall out-of-the-money, the Fund nevertheless will be required to pay
the difference between the closing index value and the exercise price of the
option (times the applicable multiplier) to the assigned writer.
<PAGE>
OTC OPTIONS. Unlike exchange-traded options, which are standardized with respect
to the underlying instrument, expiration date, contract size, and strike price,
the terms of OTC options (options not traded on exchanges) generally are
established through negotiation with the other party to the option contract.
While this type of arrangement allows a Fund great flexibility to tailor the
option to its needs, OTC options generally involve greater risk than
exchange-traded options, which are guaranteed by the clearing organization of
the exchange where they are traded.

Generally, OTC foreign currency options used by a Fund are European-style
options. This means that the option is only exercisable immediately prior to its
expiration. This is in contrast to American-style options, which are exercisable
at any time prior to the expiration date of the option.

FUTURES CONTRACTS AND OPTIONS ON FUTURES CONTRACTS. When a Fund purchases or
sells a futures contract, it incurs an obligation respectively to take or make
delivery of a specified amount of the obligation underlying the contract at a
specified time and price. When a Fund writes an option on a futures contract, it
becomes obligated to assume a position in the futures contract at a specified
exercise price at any time during the term of the option. If a Fund writes a
call, on exercise it assumes a short futures position. If it writes a put, on
exercise it assumes a long futures position.

The purchase of futures or call options on futures can serve as a long or an
anticipatory hedge, and the sale of futures or the purchase of put options on
futures can serve as a short hedge. Writing call options on futures contracts
can serve as a limited short hedge, using a strategy similar to that used for
writing call options on securities or indexes. Similarly, writing put options on
futures contracts can serve as a limited long or anticipatory hedge.

In addition, futures strategies can be used to manage the "duration" (a measure
of anticipated sensitivity to changes in interest rates, which is sometimes
related to the weighted average maturity of a portfolio) and associated interest
rate risk of a Fund's fixed-income portfolio. If the adviser and/or sub-adviser
wishes to shorten the duration of a Fund's fixed-income portfolio (i.e., reduce
anticipated sensitivity), the Fund may sell an appropriate debt futures contract
or a call option thereon, or purchase a put option on that futures contract. If
the adviser and/or sub-adviser wishes to lengthen the duration of a Fund's
fixed-income portfolio (i.e., increase anticipated sensitivity), the Fund may
buy an appropriate debt futures contract or a call option thereon, or sell a put
option thereon.

At the inception of a futures contract, a Fund is required to deposit "initial
margin" in an amount generally equal to 10% or less of the contract value.

Initial margin must also be deposited when writing a call or put option on a
futures contract, in accordance with applicable exchange rules. Subsequent
"variation margin" payments are made to and from the futures broker daily as the
value of the futures or written option position varies, a process known as
"marking-to-market." Unlike margin in securities transactions, initial margin on
futures contracts and written options on futures contracts does not represent a
borrowing on margin, but rather is in the nature of a performance bond or
good-faith deposit that is returned to the Fund at the termination of the
transaction if all contractual obligations have been satisfied. Under certain
circumstances, such as periods of high volatility, a Fund may be required to
increase the level of initial margin deposits. If the Fund has insufficient cash
to meet daily variation margin requirements, it might need to sell securities in
order to do so at a time when such sales are disadvantageous.
<PAGE>
Purchasers and sellers of futures contracts and options on futures can enter
into offsetting closing transactions, similar to closing transactions on
options, by selling or purchasing, respectively, an instrument identical to the
instrument purchased or sold. However, there can be no assurance that a liquid
market will exist for a particular contract at a particular time. In such event,
it may not be possible to close a futures contract or options position.

Under certain circumstances, futures exchanges may establish daily limits on the
amount that the price of a futures contract or an option on a futures contract
can vary from the previous day's settlement price; once that limit is reached,
no trades may be made that day at a price beyond the limit. Daily price limits
do not limit potential losses because prices could move to the daily limit for
several consecutive days with little or no trading, thereby preventing
liquidation of unfavorable positions.

If a Fund were unable to liquidate a futures contract or an option on a futures
contract position due to the absence of a liquid market or the imposition of
price limits, it could incur substantial losses. The Fund would continue to be
subject to market risk with respect to the position. In addition, except in the
case of purchased options, the Fund would continue to be required to make daily
variation margin payments and might be required to continue to maintain the
position being hedged by the futures contract or option or to continue to
maintain cash or securities in a segregated account.

To the extent that a Fund enters into futures contracts, options on futures
contracts and options on foreign currencies traded on a CFTC-regulated exchange,
in each case that is not for bona fide hedging purposes (as defined by the
CFTC), the aggregate initial margin and premiums required to establish these
positions (excluding the amount by which options are "in-the-money" at the time
of purchase) may not exceed 5% of the liquidation value of the Fund's portfolio,
after taking into account unrealized profits and unrealized losses on any
contracts the Fund has entered into. This policy does not limit to 5% the
percentage of the Fund's assets that are at risk in futures contracts, options
on futures contracts and currency options.

RISKS OF FUTURES CONTRACTS AND OPTIONS THEREON. The ordinary spreads at a given
time between prices in the cash and futures markets (including the options on
futures markets), due to differences in the natures of those markets, are
subject to the following factors. First, 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 the cash and futures markets. Second, the liquidity of the futures
market depends on participants entering into offsetting transactions rather than
making or taking delivery. To the extent participants decide to make or take
delivery, liquidity in the futures market could be reduced, thus producing
distortion. Due to the possibility of distortion, a hedge may not be successful.
Although stock index futures contracts do not require physical delivery, under
extraordinary market conditions, liquidity of such futures contracts also could
be reduced. Additionally, the adviser and/or sub-adviser may be incorrect in its
expectations as to the extent of various interest rates, currency exchange rates
or stock market movements or the time span within which the movements take
place.

INDEX FUTURES. The risk of imperfect correlation between movements in the price
of index futures and movements in the price of the securities that are the
subject of a hedge increases as the composition of a Fund's portfolio diverges
from the index. The price of the index futures may move proportionately more
than or less than the price of the securities being hedged. If the price of the
index futures moves proportionately less than the price of the securities that
are the subject of the hedge, the hedge will not be fully effective. Assuming
<PAGE>
the price of the securities being hedged has moved in an unfavorable direction,
as anticipated when the hedge was put into place, the Fund would be in a better
position than if it had not hedged at all, but not as good as if the price of
the index futures moved in full proportion to that of the hedged securities.
However, if the price of the securities being hedged has moved in a favorable
direction, this advantage will be partially offset by movement of the price of
the futures contract. If the price of the futures contract moves more than the
price of the securities, the Fund will experience either a loss or a gain on the
futures contract that will not be completely offset by movements in the price of
the securities that are the subject of the hedge.

Where index futures are purchased in an anticipatory hedge, it is possible that
the market may decline instead. If a Fund then decides not to invest in the
securities at that time because of concern as to possible further market decline
or for other reasons, it will realize a loss on the futures contract that is not
offset by a reduction in the price of the securities it had anticipated
purchasing.

FOREIGN CURRENCY HEDGING STRATEGIES--SPECIAL CONSIDERATIONS. A Fund may use
options and futures contracts on foreign currencies, as mentioned previously,
and forward currency contracts, as described below, to attempt to hedge against
movements in the values of the foreign currencies in which the Fund's securities
are denominated or, in certain circumstances, for investment (e.g., as a
substitute for investing in securities denominated in foreign currency).
Currency hedges can protect against price movements in a security that a Fund
owns or intends to acquire that are attributable to changes in the value of the
currency in which it is denominated.

A Fund might seek to hedge against changes in the value of a particular currency
when no Financial Instruments on that currency are available or such Financial
Instruments are more expensive than certain other Financial Instruments. In such
cases, a Fund may seek to hedge against price movements in that currency by
entering into transactions using Financial Instruments on another currency or a
basket of currencies, the value of which the adviser and/or sub-adviser believes
will have a high degree of positive correlation to the value of the currency
being hedged. The risk that movements in the price of the Financial Instrument
will not correlate perfectly with movements in the price of the currency subject
to the hedging transaction may be increased when this strategy is used.

The value of Financial Instruments on foreign currencies depends on the value of
the underlying currency relative to the U.S. dollar. Because foreign currency
transactions occurring in the interbank market might involve substantially
larger amounts than those involved in the use of such Financial Instruments, a
Fund could be disadvantaged by having to deal in the odd-lot market (generally
consisting of transactions of less than $1 million) for the underlying foreign
currencies at prices that are less favorable than for round lots.

There is no systematic reporting of last sale information for foreign currencies
or any regulatory requirement that quotations available through dealers or other
market sources be firm or revised on a timely basis. Quotation information
generally is representative of very large transactions in the interbank market
and thus might not reflect odd-lot transactions where rates might be less
favorable. The interbank market in foreign currencies is a global,
round-the-clock market. To the extent the U.S. options or futures markets are
closed while the markets for the underlying currencies remain open, significant
price and rate movements might take place in the underlying markets that cannot
be reflected in the markets for the Financial Instruments until they reopen.
<PAGE>
Settlement of hedging transactions involving foreign currencies might be
required to take place within the country issuing the underlying currency. Thus,
a Fund might be required to accept or make delivery of the underlying foreign
currency in accordance with any U.S. or foreign regulations regarding the
maintenance of foreign banking arrangements by U.S. residents and might be
required to pay any fees, taxes and charges associated with such delivery
assessed in the issuing country.

Forward Currency Contracts and Foreign Currency Deposits. The Funds may enter
into forward currency contracts to purchase or sell foreign currencies for a
fixed amount of U.S. dollars or another foreign currency. A forward currency
contract involves an obligation to purchase or sell a specific currency at a
future date, which may be any fixed number of days (term) from the date of the
forward currency contract agreed upon by the parties, at a price set at the time
the forward currency contract is entered. Forward currency contracts are
negotiated directly between currency traders (usually large commercial banks)
and their customers.

Such transactions may serve as long or anticipatory hedges. For example, a Fund
may purchase a forward currency contract to lock in the U.S. dollar price of a
security denominated in a foreign currency that the Fund intends to acquire.
Forward currency contracts may also serve as short hedges. For example, a Fund
may sell a forward currency contract to lock in the U.S. dollar equivalent of
the proceeds from the anticipated sale of a security or a dividend or interest
payment denominated in a foreign currency.

The Funds may also use forward currency contracts to hedge against a decline in
the value of existing investments denominated in foreign currency. Such a hedge
would tend to offset both positive and negative currency fluctuations, but would
not offset changes in security values caused by other factors. A Fund could also
hedge the position by entering into a forward currency contract to sell another
currency expected to perform similarly to the currency in which the Fund's
existing investments are denominated. This type of hedge could offer advantages
in terms of cost, yield or efficiency, but may not hedge currency exposure as
effectively as a simple hedge against U.S. dollars. This type of hedge may
result in losses if the currency used to hedge does not perform similarly to the
currency in which the hedged securities are denominated.

The Funds may also use forward currency contracts in one currency or a basket of
currencies to attempt to hedge against fluctuations in the value of securities
denominated in a different currency if the adviser anticipates that there will
be a positive correlation between the two currencies.

The cost to a Fund of engaging in forward currency contracts varies with factors
such as the currency involved, the length of the contract period and the market
conditions then prevailing. Because forward currency contracts are usually
entered into on a principal basis, no fees or commissions are involved. When a
Fund enters into a forward currency contract, it relies on the counterparty to
make or take delivery of the underlying currency at the maturity of the
contract. Failure by the counterparty to do so would result in the loss of some
or all of any expected benefit of the transaction.

As is the case with futures contracts, purchasers and sellers of forward
currency contracts can enter into offsetting closing transactions, similar to
closing transactions on futures contracts, by selling or purchasing,
respectively, an instrument identical to the instrument purchased or sold.
Secondary markets generally do not exist for forward currency contracts, with
the result that closing transactions generally can be made for forward currency
contracts only by negotiating directly with the counterparty. Thus, there can be
no assurance that a Fund will in fact be able to close out a forward currency
contract at a favorable price prior to maturity. In addition, in the event of
<PAGE>
insolvency of the counterparty, the Fund might be unable to close out a forward
currency contract. In either event, the Fund would continue to be subject to
market risk with respect to the position, and would continue to be required to
maintain a position in securities denominated in the foreign currency or to
segregate cash or liquid assets.

The precise matching of forward currency contract amounts and the value of the
securities, dividends or interest payments involved generally will not be
possible because the value of such securities, dividends or interest payments,
measured in the foreign currency, will change after the forward currency
contract has been established. Thus, a Fund might need to purchase or sell
foreign currencies in the spot (cash) market to the extent such foreign
currencies are not covered by forward currency contracts. The projection of
short-term currency market movements is extremely difficult, and the successful
execution of a short-term hedging strategy is highly uncertain.

Forward currency contracts may substantially change a Fund's investment exposure
to changes in currency exchange rates and could result in losses to the Fund if
currencies do not perform as the adviser anticipates. There is no assurance that
the adviser's and/or sub-adviser's use of forward currency contracts will be
advantageous to a Fund or that it will hedge at an appropriate time.

The Funds may also purchase and sell foreign currency and invest in foreign
currency deposits. Currency conversion involves dealer spreads and other costs,
although commissions usually are not charged.

COMBINED POSITIONS. A Fund may purchase and write options or futures in
combination with each other, or in combination with futures or forward currency
contracts, to manage the risk and return characteristics of its overall
position. For example, a Fund may purchase a put option and write a call option
on the same underlying instrument, in order to construct a combined position
whose risk and return characteristics are similar to selling a futures contract.
Another possible combined position would involve writing a call option at one
strike price and buying a call option at a lower price, in order to reduce the
risk of the written call option in the event of a substantial price increase.
Because combined options positions involve multiple trades, they result in
higher transaction costs.

TURNOVER. The Funds' options and futures activities may affect their turnover
rates and brokerage commission payments. The exercise of calls or puts written
by a Fund, and the sale or purchase of futures contracts, may cause it to sell
or purchase related investments, thus increasing its turnover rate. Once a Fund
has received an exercise notice on an option it has written, it cannot effect a
closing transaction in order to terminate its obligation under the option and
must deliver or receive the underlying securities at the exercise price. The
exercise of puts purchased by a Fund may also cause the sale of related
investments, increasing turnover. Although such exercise is within the Fund's
control, holding a protective put might cause it to sell the related investments
for reasons that would not exist in the absence of the put. A Fund will pay a
brokerage commission each time it buys or sells a put or call or purchases or
sells a futures contract. Such commissions may be higher than those that would
apply to direct purchases or sales.

SWAPS, CAPS, FLOORS AND COLLARS. The Funds are authorized to enter into swaps,
caps, floors and collars. Swaps involve the exchange by one party with another
party of their respective commitments to pay or receive cash flows, e.g., an
exchange of floating rate payments for fixed rate payments. The purchase of a
cap or a floor entitles the purchaser, to the extent that a specified index
exceeds in the case of a cap, or falls below in the case of a floor, a
<PAGE>
predetermined value, to receive payments on a notional principal amount from the
party selling such instrument. A collar combines elements of buying a cap and
selling a floor.

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 net 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.

INVESTMENT COMPANY SECURITIES -- To manage their daily cash positions, the Funds
may invest in securities issued by other investment companies that invest in
short-term debt securities and seek to maintain a net asset value of $1.00 per
share ("money market funds"). The Funds also may invest in Standard & Poor's
Depository Receipts ("SPDRs") and shares of other investment companies. SPDRs
are investment companies whose portfolios mirror the compositions of specific
S&P indices, such as the S&P 500 and the S&P 400. SPDRs are traded on the
American Stock Exchange. SPDR holders such as a Fund are paid a "Dividend
Equivalent Amount" that corresponds to the amount of cash dividends accruing to
the securities held by the SPDR Trust, net of certain fees and expenses. The
Investment Company Act of 1940, as amended (the "1940 Act"), limits investments
in securities of other investment companies, such as the SPDR Trust. These
limitations include, among others, that, subject to certain exceptions, no more
than 10% of a Fund's total assets may be invested in securities of other
investment companies and no more than 5% of its total assets may be invested in
the securities of any one investment company. As a shareholder of another
investment company, a Fund would bear its pro rata portion of the other
investment company's expenses, including advisory fees, in addition to the
expenses the Fund bears directly in connection with its own operations.

REITS -- Real Estate Investment Trusts are investment trusts that invest
primarily in real estate and securities of businesses connected to the real
estate industry.

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
<PAGE>
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 INVESCO and the
applicable sub-adviser must use to review the creditworthiness of any bank,
broker or dealer that is a 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 15% of the
Fund's net assets would be invested in these repurchase agreements and other
illiquid securities.

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.

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 restricted 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.

SECURITIES LENDING -- Each Fund may lend its portfolio securities. 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.

SHORT SALES (Market Neutral Fund only) -- This discussion relates solely to
Market Neutral Fund; no other Fund intends to sell securities short (except to
sell short "against the box."). Market Neutral Fund will sell a security short
and borrow the same security from a broker or other institution to complete the
sale. Market Neutral Fund will lose money on a short sale transaction if the
price of the borrowed security increases between the date of the short sale and
<PAGE>
the date on which the Fund closes the short position; conversely, the Fund may
realize a gain if the price of the borrowed security declines between those
dates.

There is no guarantee that Market Neutral Fund will be able to close out a short
position at any particular time or at an acceptable price. During the time that
the Fund is short the security, it is subject to the risk that the lender of the
security will terminate the loan at a time when the Fund is unable to borrow the
same security from another lender. If that occurs, the Fund may be "bought in"
at the price required to purchase the security needed to close out the short
position.

In short sale transactions, Market Neutral Fund's gain is limited to the price
at which it sold the security short; its loss is limited only by the maximum
price it must pay to acquire the security less the price at which the security
was sold. In theory, losses from short sales may be unlimited. Further, because
the Fund will attempt to remain market neutral, if the Fund must close out a
short position at a time or price not of its choosing, it may also have to sell
a corresponding security it owns at an unfavorable time or price in order to
maintain market neutrality. Until a security that is sold short is acquired by
the Fund, the Fund must pay the lender any dividends that accrue during the loan
period. In order to borrow the security, the Fund usually is required to pay
compensation to the lender. Short sales also cause the Fund to incur brokerage
fees and other transaction costs. Therefore, the amount of any gain the Fund may
receive from a short sale transaction is decreased - and the amount of any loss
increased -- by the amount of compensation to the lender, dividend and expenses
Market Neutral Fund may be required to pay.

Until Market Neutral Fund replaces a borrowed security, it must segregate liquid
securities or other collateral with a broker or other custodian in an amount
equal to the current market value of the security sold short. The Fund expects
to receive interest on the collateral it deposits. The use of short sales may
result in Market Neutral Fund realizing more short-term capital gains than it
would if the Fund did not engage in short sales.

SOVEREIGN DEBT -- In certain emerging countries, the central government and its
agencies are the largest debtors to local and foreign banks and others.
Sovereign debt involves the risk that the government, as a result of political
considerations or cash flow difficulties, may fail to make scheduled payments of
interest or principal and may require holders to participate in rescheduling of
payments or even to make additional loans. If an emerging country government
defaults on its sovereign debt, there is likely to be no legal proceeding under
which the debt may be ordered repaid, in whole or in part. The ability or
willingness of a foreign sovereign debtor to make payments of principal and
interest in a timely manner may be influenced by, among other factors, its cash
flow, the magnitude of its foreign reserves, the availability of foreign
exchange on the payment date, the debt service burden to the economy as a whole,
the debtor's then current relationship with the International Monetary Fund and
its then current political constraints. Some of the emerging countries issuing
such instruments have experienced high rates of inflation in recent years and
have extensive internal debt. Among other effects, high inflation and internal
debt service requirements may adversely affect the cost and availability of
future domestic sovereign borrowing to finance government programs, and may have
other adverse social, political and economic consequences, including effects on
the willingness of such countries to service their sovereign debt. An emerging
country government's willingness and ability to make timely payments on its
sovereign debt also are likely to be heavily affected by the country's balance
of trade and its access to trade and other international credits. If a country's
exports are concentrated in a few commodities, such country would be more
<PAGE>
significantly exposed to a decline in the international prices of one or more of
such commodities. A rise in protectionism on the part of its trading partners,
or unwillingness by such partners to make payment for goods in hard currency,
could also adversely affect the country's ability to export its products and
repay its debts. Sovereign debtors may also be dependent on expected receipts
from such agencies and others abroad to reduce principal and interest arrearages
on their debt. However, failure by the sovereign debtor or other entity to
implement economic reforms negotiated with multilateral agencies or others, to
achieve specified levels of economic performance, or to make other debt payments
when due, may cause third parties to terminate their commitments to provide
funds to the sovereign debtor, which may further impair such debtor's
willingness or ability to service its debts.

The Funds may invest in debt securities issued under the "Brady Plan" in
connection with restructurings in emerging country debt markets or earlier
loans. These securities, often referred to as "Brady Bonds," are, in some cases,
denominated in U.S. dollars and collateralized as to principal by U.S. Treasury
zero coupon bonds having the same maturity. At least one year's interest
payments, on a rolling basis, are collateralized by cash or other investments.
Brady Bonds are actively traded on an over-the-counter basis in the secondary
market for emerging country debt securities. Brady Bonds are lower-rated bonds
and highly volatile.

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, notes, and 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 U.S.
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
U.S. 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,
a 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 INVESCO and the applicable sub-advisers are satisfied that the credit risk
with respect to any such instrumentality is comparatively minimal.
<PAGE>
WHEN-ISSUED/DELAYED DELIVERY -- The Funds normally 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.

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.

INVESTMENT RESTRICTIONS

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 without prior
approval of a majority of the outstanding voting securities of a Fund, as
defined in the 1940 Act.
Each Fund may not:

1. purchase the securities of any issuer (other than securities issued
or guaranteed by the U.S. government or any of its agencies or
instrumentalities or municipal securities) if, as a result, more than 25% of
the Fund's total assets would be invested in the securities of companies
whose principal business activities are in the same industry, except that:
(i) Financial Services Fund may invest more than 25% of the value of its
total assets in one or more industries relating to financial services; (ii)
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
investments in the combined long and short portfolios of Market Neutral Fund
may exceed 25% of the value of its total assets in one or more industries;
(iv) Real Estate Opportunity Fund may invest more than 25% of the value of
its total assets in one or more industries relating to the real estate
industry; (v) Technology Fund may invest more than 25% of the value of its
total assets in the one or more industries relating to technology; (vi)
Telecommunications Fund may invest more than 25% of the value of its total
assets in one or more industries relating to telecommunications; and (vii)
Utilities Fund may invest more than 25% of the value of its total assets in
one or more industries relating to the utilities industry;

2. with respect to 75% of the Fund's total assets, purchase the
securities of any issuer (other than securities issued or guaranteed by the
U.S. government or any of its agencies or instrumentalities, or securities
<PAGE>
of other investment companies) if, as a result, (i) more than 5% of a Fund's
total assets would be invested in the securities of that issuer, or (ii) a
Fund would hold more than 10% of the outstanding voting securities of that
issuer;

3. underwrite securities of other issuers, except insofar as it may be
deemed to be an underwriter under the 1933 Act in connection with the
disposition of the Fund's portfolio securities;

4. borrow money, except that the Fund may borrow money in an amount not
exceeding 33 1/3% of its total assets (including the amount borrowed) less
liabilities (other than borrowings); with respect to Market Neutral Fund,
short sales and related borrowings of securities and cash to satisfy margin
requirements are not subject to this restriction;

5. issue senior securities, except as permitted under the 1940 Act;

6. lend any security or make any loan if, as a result, more than 33
1/3% of its total assets would be lent to other parties, but this limitation
does not apply to the purchase of debt securities or to repurchase
agreements;

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

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

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

In addition, each Fund has the following non-fundamental policies, which may be
changed without shareholder approval:

A. The Fund (with the exception of Market Neutral Fund) may not sell
securities short (unless it owns or has the right to obtain securities
equivalent in kind and amount to the securities sold short) or purchase
securities on margin, except that (i) this policy does not prevent the Fund
from entering into short positions in foreign currency, futures contracts,
options, forward contracts, swaps, caps, floors, collars and other financial
instruments, (ii) the Fund may obtain such short-term credits as are
necessary for the clearance of transactions, and (iii) the Fund may make
margin payments in connection with futures contracts, options, forward
contracts, swaps, caps, floors, collars and other financial instruments.

B. The Fund may borrow money only from a bank or from an open-end
management investment company managed by INVESCO or an affiliate or a
successor thereof for temporary or emergency purposes (not for leveraging or
investing) or by engaging in reverse repurchase agreements with any party
<PAGE>
(reverse repurchase agreements will be treated as borrowings for purposes of
fundamental limitation (4)). This limitation shall not prevent Market
Neutral Fund from borrowing money from brokers from time to time to meet
margin requirements on the securities it sells short. Any such borrowings
will be short-term in nature.

C. The Fund does not currently intend to purchase any security if, as a
result, more than 15% of its net assets would be invested in securities that
are deemed to be illiquid because they are subject to legal or contractual
restrictions on resale or because they cannot be sold or disposed of in the
ordinary course of business at approximately the prices at which they are
valued.

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

E. With respect to fundamental limitation (1), domestic and foreign
banking will be considered to be different industries.

In addition, with respect to a Fund that may invest in municipal obligations,
the following non-fundamental policy applies, which may be changed without
shareholder approval:

Each state (including the District of Columbia and Puerto Rico), territory
and possession of the United States, each political subdivision, agency,
instrumentality and authority thereof, and each multi-state agency of which
a state is a member is a separate "issuer." When the assets and revenues of
an agency, authority, instrumentality or other political subdivision are
separate from the government creating the subdivision and the security is
backed only by assets and revenues of the subdivision, such subdivision
would be deemed to be the sole issuer. Similarly, in the case of an
Industrial Development Bond or Private Activity bond, if that bond is backed
only by the assets and revenues of the non-governmental user, then that
non-governmental user would be deemed to be the sole issuer. However, if the
creating government or another entity guarantees a security, then to the
extent that the value of all securities issued or guaranteed by that
government or entity and owned by a Fund exceeds 10% of the Fund's total
assets, the guarantee would be considered a separate security and would be
treated as issued by that government or entity.

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%.
<PAGE>
(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.

- --------------------------------------------------------------------------------
SMALL COMPANY
INVESTMENT BLUE CHIP GROWTH DYNAMICS GROWTH
- --------------------------------------------------------------------------------
EQUITY SECURITIES Unlimited Unlimited Normally, at
least 65% in
companies with
market capi-
talizations of
$2 billion or
less
- --------------------------------------------------------------------------------
LOWER RATED CORPORATE Not Allowed Up to 5%
DEBT SECURITIES
- --------------------------------------------------------------------------------
FOREIGN SECURITIES Up to 25% Up to 25% Up to 25%
(PERCENT AGES EXCLUDE
ADRS AND SECURITIES OF
CANADIAN ISSUERS)
- --------------------------------------------------------------------------------

- --------------------------------------------------------------------------------
INVESTMENT EQUITY INCOME HIGH YIELD TOTAL RETURN
- --------------------------------------------------------------------------------
DEBT SECURITIES Normally, up At least 65% Normally, a
to 35% in those minimum of 30%
maturing at (investment
least three grade only)
years after
issuance
- --------------------------------------------------------------------------------
EQUITY SECURITIES Normally, 65% in Normally, a
dividend-paying minimum of 30%;
common stock; the remainder will
Up to 30% in vary with
non-dividend market conditions
paying common
stock
- --------------------------------------------------------------------------------
FOREIGN SECURITIES Up to 25% Up to 25% Up to 25%
(PERCENT AGES EXCLUDE (must be
ADRS AND SECURITIES denominated
CANADIAN ISSUERS) and pay
interest in
U.S. dollars)
- --------------------------------------------------------------------------------
<PAGE>
- --------------------------------------------------------------------------------
REAL ESTATE
INVESTMENT FINANCIAL SERVICES HEALTH SCIENCES OPPORTUNITY
- --------------------------------------------------------------------------------
WITHIN SECTOR Normally, at Normally, at Normally, at
least 80%(a) least 80%(a) least 65% and
no one
property type
will represent
more than 50%
of the Fund's
total assets
- --------------------------------------------------------------------------------
OUTSIDE SECTOR Up to 20%(b) Up to 20%(b) Up to 35%
- --------------------------------------------------------------------------------
FOREIGN SECURITIES Up to 25% Up to 25% Up to 25%
(PERCENTAGES EXCLUDE
ADRS AND SECURITIES OF
CANADIAN ISSUERS)
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
INVESTMENT TECHNOLOGY TELECOMMUNICATIONS UTILITIES
- --------------------------------------------------------------------------------
WITHIN SECTOR Normally, at Normally, at Normally, at
least 80%(a) least 65%(C) least 80%(a)
- --------------------------------------------------------------------------------
OUTSIDE SECTOR Up to 20%(b) Up to 35%; up to Up to 25%(b)
35% in infrastruc-
ture
- --------------------------------------------------------------------------------
FOREIGN SECURITIES Up to 25% Unlimited; may be Up to 25%
(PERCENTAGES EXCLUDE 65% or more
ADRS AND SECURITIES OF
CANADIAN ISSUERS)
- --------------------------------------------------------------------------------

(a) The Fund normally invests at least 80% of its assets in the equity
securities (common and preferred stocks and convertible bonds) of companies
primarily doings business in a specific business sector.
(b) The remainder of the Fund's assets may be invested in any securities or
other instruments deemed appropriate by INVESCO, consistent with the Fund's
investment policies and restrictions. These investments include, but are not
limited to, debt securities issued by companies outside the Fund's business
sector, short-term high grade debt obligations maturing no later than one year
from the date of purchase (including U.S. government and agency securities,
domestic bank certificates of deposit, commercial paper rated at least A-2 by
S&P or P-2 by Moody's and repurchase agreements) and cash.
(c) At least 65% in equity securities - including common stock, preferred
stock, securities convertible into common stock and warrants; up to 35% in debt
securities of which no more than 15% can be in junk bonds.

MANAGEMENT OF THE FUNDS

THE INVESTMENT ADVISER

INVESCO, located at 7800 East Union Avenue, Denver, Colorado, is the Company's
investment adviser. INVESCO was founded in 1932 and serves as an investment
adviser to:
<PAGE>

INVESCO Bond Funds, Inc. (formerly, INVESCO Income Funds, Inc.)
INVESCO Combination Stock & Bond Funds, Inc. (formerly, INVESCO Flexible
Funds, Inc.)
INVESCO International Funds, Inc.
INVESCO Money Market Funds, Inc.
INVESCO Sector Funds, Inc. (formerly, INVESCO Strategic Portfolios, Inc.)
INVESCO Stock Funds, Inc. (formerly, INVESCO Equity Funds, Inc.)
INVESCO Treasurer's Series Funds, Inc. (formerly, INVESCO Treasurer's
Series Trust)
INVESCO Variable Investment Funds, Inc.

As of March 1, 2000, INVESCO managed 45 mutual funds having combined assets of
$____ billion, on behalf of more than ________ 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 $____ billion in assets under management on December 31, 1999.

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 recordkeeping 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 recordkeeping, tax reporting and
compliance. ITC acts as trustee or custodian to these plans. ITC
accepts contributions and provides complete transfer agency
functions: correspondence, sub-accounting, telephone communications
and processing of distributions.

INVESCO, Inc., Atlanta, Georgia, manages individualized investment
portfolios of equity, fixed-income and real estate securities for
institutional clients, including mutual funds and the collective
investment entities. INVESCO, Inc. includes the following Divisions:

INVESCO Capital Management Division, Atlanta, Georgia, manages
institutional investment portfolios, consisting primarily of
discretionary employee benefit plans for corporations and state and
local governments, and endowment funds.

INVESCO Management & Research Division, Boston, Massachusetts,
primarily manages pension and endowment accounts.
<PAGE>
PRIMCO Capital Management Division, Louisville, Kentucky,
specializes in managing stable return investments, principally on
behalf of Section 401(k) retirement plans.

INVESCO Realty Advisors Division, 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) Division, 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 further serves as
investment adviser to several closed-end investment companies, and
as sub-adviser with respect to certain commingled employee benefit
trusts.

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.

The Agreement requires that INVESCO manage the investment portfolio of each Fund
in a way that conforms with the 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;

o 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, 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 the investment analysis and research,
<PAGE>
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 prospectuses, statements
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; and

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;

o 0.55% of each Fund's average net assets from $1 billion;

o 0.45% of each Fund's average net assets from $2 billion;

o 0.40% of each Fund's average net assets from $4 billion;

<PAGE>
o 0.375% of each Fund's average net assets from $6 billion; and

o 0.35% of each Fund's average net assets from $8 billion.

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;

o 0.45% of each Fund's average net assets from $1 billion;

o 0.40% of each Fund's average net assets from $4 billion;

o 0.375% of each Fund's average net assets from $6 billion; and

o 0.35% of each Fund's average net assets from $8 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;

o 0.55% of each Fund's average net assets from $700 million;

o 0.45% of each Fund's average net assets from $2 billion;

o 0.40% of each Fund's average net assets from $4 billion;

o 0.375% of each Fund's average net assets from $6 billion; and

o 0.35% of each Fund's average net assets from $8 billion.

Dynamics Fund

o 0.75% on the first $1 billion of the Fund's average net assets;

o 0.60% on the next $1 billion of the Fund's average net assets;

o 0.45% of the Fund's average net assets from $2 billion;

o 0.40% of the Fund's average net assets from $4 billion;

o 0.375% of the Fund's average net assets from $6 billion; and

o 0.35% of the Fund's average net assets from $8 billion;

Blue Chip Growth Fund

o 0.85% 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;

o 0.65% of the Fund's average net assets from $1 billion;

o 0.45% of the Fund's average net assets from $2 billion;

o 0.40% of the Fund's average net assets from $4 billion;
<PAGE>
o 0.375% of the Fund's average net assets from $6 billion; and

o 0.35% of the Fund's average net assets from $8 billion.

Real Estate Opportunity 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;

o 0.65% of the Fund's average net assets from $1 billion;

o 0.45% of the Fund's average net assets from $2 billion;

o 0.40% of the Fund's average net assets from $4 billion;

o 0.375% of the Fund's average net assets from $6 billion; and

o 0.35% of the Fund's average net assets from $8 billion.

Financial Services, Market Neutral and Telecommunications Funds

o 0.75% of each Fund's average net assets.

During the fiscal years ended December 31, 1999, 1998 and 1997, the Funds paid
INVESCO advisory fees in the dollar amounts shown below. If applicable, the
advisory fees were offset by credits in the amounts shown below, so the Funds'
fees were not in excess of the expense limitations shown below, which have been
voluntarily agreed to by the Company and INVESCO.

Advisory Total Expense Total Expense
Fee Dollars Reimbursements Limitations
------------ -------------- ------------

BLUE CHIP GROWTH FUND
December 31, 1999 $_________ $______ _____%
December 31, 1998 2,589 32,023 1.50%
December 31, 1997 781 26,170 1.25%

DYNAMICS FUND
December 31, 1999 $________ $______ _____%
December 31, 1998 1,652 36,773 1.15%
December 31, 1997 554 31,429 0.90%

EQUITY INCOME FUND
December 31, 1999 $________ $______ _____%
December 31, 1998 377,741 245 1.15%
December 31, 1997 223,880 16,285 0.90%

FINANCIAL SERVICES FUND(1)
December 31, 1999 $________ $______ _____%
December 31, 1998 N/A N/A N/A
December 31, 1997 N/A N/A N/A

HEALTH SCIENCES FUND
December 31, 1999 $________ $______ _____%
December 31, 1998 9,945 39,165 1.25%
December 31, 1997 1,191 33,488 1.00%
<PAGE>
HIGH YIELD FUND
December 31, 1999 $_______ $______ _____%
December 31, 1998 224,864 0 1.05%
December 31, 1997 117,624 20,919 0.80%

MARKET NEUTRAL FUND(2)
December 31, 1999 $________ $______ _____%
December 31, 1998 N/A N/A N/A
December 31, 1997 N/A N/A N/A

REAL ESTATE OPPORTUNITY FUND
December 31, 1999 $________ $______ _____%
December 31, 1998 2,558 18,881 1.35%
December 31, 1997 N/A N/A N/A

SMALL COMPANY GROWTH FUND
December 31, 1999 $________ $______ _____%
December 31, 1998 2,726 39,139 1.25%
December 31, 1997 684 32,621 1.00%

TECHNOLOGY FUND
December 31, 1999 $_________ $______ _____%
December 31, 1998 5,670 38,752 1.25%
December 31, 1997 1,318 33,352 1.00%

TELECOMMUNICATIONS FUND(1)
December 31, 1999 $_________ $______ _____%
December 31, 1998 N/A N/A N/A
December 31, 1997 N/A N/A N/A

TOTAL RETURN FUND
December 31, 1999 $_________ $______ _____%
December 31, 1998 219,888 196 1.15%
December 31, 1997 126,159 30,247 0.90%

UTILITIES FUND
December 31, 1999 $_________ $______ _____%
December 31, 1998 32,195 28,048 1.15%
December 31, 1997 19,549 35,201 0.90%

(1) The Fund commenced investment operations on September 21, 1999.
(2) The Fund commenced investment operations on November 10, 1999.

<PAGE>
THE SUB-ADVISORY AGREEMENT

With respect to Market Neutral Fund, INVESCO (NY) Division ("INY") serves as
sub-adviser to the Fund pursuant to a sub-advisory agreement dated August 30,
1999 (the "Market Neutral Sub-Agreement") with INVESCO.

With respect to Total Return Fund, INVESCO Capital Management Division ("ICM")
serves as sub-adviser to the Fund pursuant to a sub-advisory agreement dated
February 28, 1997 (the "Total Return Sub-Agreement") with INVESCO.

The Market Neutral Sub-Agreement and Total Return Sub-Agreement (the
"Sub-Agreements") provide that INY and ICM, as applicable, subject to the
supervision of INVESCO, shall manage the investment portfolios of the respective
Funds in conformity with each Fund's investment policies. These management
services include: (a) managing the investment and reinvestment of all the
<PAGE>
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 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; (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 INY 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.

The Sub-Agreements provide that, as compensation for their services, INY 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. The sub-advisory fees
are paid by INVESCO, NOT the Funds. The fees are calculated at the following
annual rates:

Market Neutral Fund

o 0.30% of the Fund's average net assets.

Total Return Fund

o 0.30% on the first $500 million of each Fund's average net assets;

o 0.26% on the next $500 million of each Fund's average net assets;

o 0.22% of the Fund's average net assets from $1 billion;

o 0.18% of the Fund's average net assets from $2 billion;

o 0.16% of the Fund's average net assets from $4 billion;

o 0.15% of the Fund's average net assets from $6 billion; and

o 0.14% of the Fund's average net assets from $8 billion;

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 with the
Company.

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
<PAGE>
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.

As full compensation for services provided under the Administrative Services
Agreement, each Fund pays a monthly fee to INVESCO consisting of a base fee per
Fund of $10,000 per year, plus an additional incremental fee computed daily and
paid monthly at an annual rate of 0.015% of the average net assets of each Fund
and an additional 0.25% per year of new assets of each Fund acquired 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 with the Company.

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, 1999, 1998 and 1997, the Funds paid the
following fees to INVESCO (prior to the voluntary absorption of certain Fund
expenses by INVESCO and the sub-adviser, where applicable):

Administrative Transfer
Advisory Services Agency
BLUE CHIP GROWTH FUND
December 31, 1999 $________ $________ $_________
December 31, 1998 2,589 10,047 5,000
December 31, 1997 781 6,680 3,333

DYNAMICS FUND
December 31, 1999 $________ $________ $_________
December 31, 1998 1,652 10,042 5,000
December 31, 1997 554 10,014 5,000

EQUITY INCOME FUND
December 31, 1999 $________ $________ $_________
December 31, 1998 377,741 25,519 5,000
December 31, 1997 223,880 14,478 5,000

FINANCIAL SERVICES FUND(1)
December 31, 1999 $________ $_______ $_________
December 31, 1998 N/A N/A N/A
December 31, 1997 N/A N/A N/A

HEALTH SCIENCES FUND
December 31, 1999 $________ $________ $________
December 31, 1998 9,945 11,874 5,000
December 31, 1997 1,191 10,024 5,000

HIGH YIELD FUND
December 31, 1999 $________ $ _______ $_________
December 31, 1998 224,864 26,312 5,000
December 31, 1997 117,624 12,941 5,000
<PAGE>
MARKET NEUTRAL FUND(2)
December 31, 1999 $________ $ _______ $_________
December 31, 1998 N/A N/A N/A
December 31, 1997 N/A N/A N/A

REAL ESTATE OPPORTUNITY FUND
December 31, 1999 $________ $ _______ $_________
December 31, 1998 2,558 7,669 3,750
December 31, 1997 N/A N/A N/A

SMALL COMPANY GROWTH FUND
December 31, 1999 $________ $ _______ $_________
December 31, 1998 2,726 10,192 5,000
December 31, 1997 684 10,014 5,000

TECHNOLOGY FUND
December 31, 1999 $________ $ _______ $_________
December 31, 1998 5,670 11,005 5,000
December 31, 1997 1,380 10,026 5,000

TELECOMMUNICATIONS FUND(1)
December 31, 1999 $________ $ _______ $_________
December 31, 1998 N/A N/A N/A
December 31, 1997 N/A N/A N/A

TOTAL RETURN FUND
December 31, 1999 $________ $ _______ $_________
December 31, 1998 219,888 19,501 5,000
December 31, 1997 126,159 12,534 5,000

UTILITIES FUND
December 31, 1999 $________ $ _______ $_________
December 31, 1998 32,195 11,535 5,000
December 31, 1997 19,549 10,489 5,000

(1) The Fund commenced investment operations on September 21, 1999.
(2) The Fund commenced investment operations on November 10, 1999.

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.
<PAGE>

The Company has a brokerage committee. The committee meets periodically to
review soft dollar and other brokerage transactions by the Funds, and to review
policies and procedures of INVESCO 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 INVESCO 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 or
the Funds for their services as officers. INVESCO has the primary responsibility
for making investment decisions on behalf of the Funds. These investment
decisions are reviewed by the investment committee of INVESCO.

All of the officers and directors of the Company hold comparable positions with
the following funds, which, with the Company, are collectively referred to as
the "INVESCO Funds":

The table below provides information about each of the Company's directors and
officers. Their affiliations represent their principal occupations.

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

Mark H. Williamson(2)(3) President, Chief President, Chief
7800 E. Union Avenue Executive Officer Executive Officer and
Denver, Colorado and Chairman of the Chairman of the Board
Age: 48 Board of INVESCO Funds
Group, Inc.; President,
Chief Executive Officer
and Chairman of the Board
of INVESCO Distributors,
Inc.; President, Chief
Operating Officer and
Trustee of INVESCO Global
Health Sciences Fund;
formerly, Chairman and
Chief Executive Officer
of NationsBanc Advisors,
Inc.; formerly, Chairman
of NationsBanc Invest-
ments, Inc.

<PAGE>
Position(s) Held Principal Occupations
Name, Address, and Age With Company During Past Five Years
Fred A. Deering Vice Chairman of the Trustee of INVESCO Global
(1)(2)(7)(8) Board Health Sciences Fund;
Security Life Center formerly, Chairman of the
1290 Broadway Executive Committee
Denver, Colorado and Chairman of the Board
Age: 72 of Security Life of Denver
Insurance Company;
Director of ING American
Holdings Company and First
ING Life Insurance
Company of New York.

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

Victor L. Andrews, Director Professor Emeritus,
Ph.D.(4)(6) Chairman Emeritus and
34 Seawatch Drive Chairman of the CFO
Savannah, Georgia Roundtable of the
Age: 69 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 (2)(4) Director Consultant (since
AMCCancer Research 2000) and President
Denter and Chief Executive
1600 Pierce Street Officer (1989 to 2000)
Denver, Colorado of AMC Cancer Research
Age: 63 Center, Denver, Colorado;
until mid-December 1988,
Vice Chairman of the Board
of First Columbia
Financial Corporation,
Englewood, Colorado;
formerly, Chairman of the
Board and Chief Executive
Officer of First Columbia
Financial Corporation.

Charles W. Brady(3) Director Chairman of the Board
1315 Peachtree St., N.E. of INVESCO Global
Atlanta, Georgia Health Sciences Fund;
Age: 64 Chief Executive Officer
and Chairman of AMVESCAP
PLC, London, England and
various subsidiaries of
AMVESCAP PLC.

<PAGE>

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

Lawrence H. Budner(1)(5) Director Trust Consultant;
7608 Glen Albens Circle prior to June 30,
Dallas, Texas 1987, Senior Vice
Age: 69 President and Senior
Trust Officer of
InterFirst Bank,
Dallas, Texas.

James T. Bunch(4)(5) Director Principal and Founder
3600 Republic Plaza of Green Manning &
320 Seventeenth Street Bunch Ltd., Denver,
Denver, Colorado Colorado, since August
Age: 57 1988; Director and
Secretary of Green
Manning & Bunch
Securities, Inc.,
Denver, Colorado since
September 1993; Vice
President and Director
of Western Golf
Association and Evans
Scholars Foundation;
formerly, General
Counsel and Director
of Boettcher & Co.,
Denver, Colorado;
formerly, Chairman and
Managing Partner of
Davis Graham & Stubbs,
Denver, Colorado.

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

Wendy L. Gramm, Director Self-employed (since
Ph.D.(4)(6) 1993); Professor of
4201 Yuma Street, N.W. Economics and Public
Washington, DC Administration,
Age: 55 University of Texas at
Arlington; formerly,
Chairman, Commodity
Futures Trading Commission
Administrator for Inform-
ation and Regulatory
Affairs at the
Office of Management and
Budget, Executive Director
of the Presidential Task
Force on Regulatory
Relief, and Director of
the Federal Trade Com-
mission's Bureau of Eco-
nomics. Also, Director of
Chicago Mercantile
Exchange, Enron Corpora-
tion, IBP, Inc., State
Farm Insurance Company,
Independent Women's
Forum, International
Republic Institute, and
the Republican 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.
<PAGE>

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

Richard W. Healey(3) Director Director and Senior
7800 E. Union Avenue Vice President of
Denver, Colorado INVESCO Distributors,
Age: 45 Inc. since 1998;
formerly, Senior Vice
President of GT Global
North America
(1996 to 1998) and The
Boston Company (1993
to 1996).

Gerald J. Lewis(1)(6)(7) Director Chairman of Lawsuit
701 "B" Street Resolution Services,
Suite 2100 San Diego, California
San Diego, California since 1987; Director
Age: 66 of General Chemical
Group, Inc., Hampdon, New
Hamp shire, since 1996;
formerly, Associate
Justice of the California
Court of Appeals;
formerly, Director of
Wheelabrator Technologies,
Inc., Fisher Scientific
Inc., Henley
Manufacturing, Inc., and
California Coastal Proper
ties, Inc.; formerly, Of
Counsel, Latham & Watkins,
San Diego, California
(1987 to 1997).

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

John W. McIntyre Director Retired. Formerly,
(1)(2)(5)(7) Vice Chairman of the
7 Piedmont Center Board of Directors of
Suite 100 the Citizens and
Atlanta, Georgia Southern Corporation and
Age: 69 Chairman of the Board and
Chief Executive Officer
of the Citizens 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.
<PAGE>
Position(s) Held Principal Occupations
Name, Address, and Age With Company During Past Five Years

Larry Soll, Ph.D.(4)(6) Director Retired. Formerly,
345 Poorman Road Chairman 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.

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

Glen A. Payne Secretary Senior Vice President,
7800 E. Union Avenue General Counsel and
Denver, Colorado Secretary of INVESCO
Age: 52 Funds Group, Inc.; Senior
Vice President, Secretary
and General Counsel of
INVESCO Distributors,
Inc.; Secretary of INVESCO
Global Health Sciences
Fund; formerly, General
Counsel of INVESCO Trust
Company (1989 to1998) and
employee of a U.S. regula-
tory agency, Washington,
D.C. (1973 to 1989).

Ronald L. Grooms Chief Accounting Senior Vice President,
7800 E. Union Avenue Officer, Chief Finan- Treasurer and Director
Denver, Colorado cial Officer and of INVESCO Funds
Age: 53 Treasurer Group, Inc.; Senior
Vice President,
Treasurer and Director
of INVESCO
Distributors, Inc.;
Treasurer and
Principal Financial
and Accounting Officer
of INVESCO Global
Health Sciences Fund;
formerly, Senior Vice
President and
Treasurer of INVESCO
Trust Com pany (1988
to 1998).
<PAGE>
Position(s) Held Principal Occupations
Name, Address, and Age With Company During Past Five Years

William J. Galvin, Jr. Asssitant Secretary Senior Vice President
7800 E. Union Avenue and Assistant
Denver, Colorado Secretary of INVESCO
Age: 43 Funds Group, Inc.;
Senior Vice President
and Assistant
Secretary of INVESCO
Distributors, Inc.;
formerly, Trust
Officer of INVESCO
Trust Company (1995 to
1998).

Pamela J. Piro Vice President and
7800 E. Union Avenue Assistant Treasurer Assis tant Treasurer
Denver, Colorado of INVESCO Funds
Age: 39 Group, Inc.; Assistant
Treasurer of INVESCO
Distributors, Inc.;
formerly, Assistant
Vice President (1996
to 1997), Director -
Portfolio Accounting
(1994 to 1996),
Portfolio Account ing
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: 58 Officer of INVESCO
Trust Company.

Judy P. Wiese Assistant Secretary Vice President and
7800 E. Union Avenue Assistant Secretary
Denver, Colorado of INVESCO Funds
Age: 51 Group, Inc.; Assistant
Secretary of INVESCO
Distributors, Inc.;
formerly, Trust Officer of
INVESCO Trust Company.

(1) Member of the audit committee of the Company.

(2) 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>
(3) These directors are "interested persons" of the Company as defined in the
1940 Act.

(4) Member of the management liaison committee of the Company.

(5) Member of the brokerage committee of the Company.

(6) Member of the derivatives committee of the Company.

(7) Member of the legal committee of the Company.

(8) Member of the insurance 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, 1999.

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 or trustees for services rendered in
their capacities as directors or trustees during the year ended December 31,
1998. As of December 31, 1999, there were 46 funds in the INVESCO Complex.

- -------------------------------------------------------------------------------
Benefits Estimated Total
Name of Aggregate Accrued Annual Compensation
Person and Compensation as part of Benefits From INVESCO
Position From Company(1) Company Upon Complex Paid
Expenses(2) Retirement(3) to Directors(7)
- -------------------------------------------------------------------------------
James T. Bunch(4) 0 0 0 0
- -------------------------------------------------------------------------------
Daniel D.Chabris(5)$__________ $_________ $________ $_________
- -------------------------------------------------------------------------------
Wendy L. Gramm $__________ $_________ $________ $_________
- -------------------------------------------------------------------------------
Kenneth T. King(5) $__________ $_________ $________ $_________
- -------------------------------------------------------------------------------
Gerald J. Lewis(4) 0 0 0 0
- -------------------------------------------------------------------------------
John W. McIntyre $__________ $_________ $________ $_________
- -------------------------------------------------------------------------------
Larry Soll $__________ $_________ $________ $_________
- -------------------------------------------------------------------------------
Total $__________ $_________ $________ $_________
- -------------------------------------------------------------------------------
% of Net Assets _____%(6) _____%(6) _____%(7)
- -------------------------------------------------------------------------------

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

(3) These 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 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 and Messrs.
Bunch and Lewis, each of these directors has served as a director 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 was included in the
calculation of retirement benefits as of November 1, 1999.

(4) Messrs. Bunch and Lewis became directors of the Company on January 1, 2000.

(5) Mr. Chabris retired as a director of the Company on September 30, 1998.
Mr. King retired as a director of the Company on December 31, 1999.

(6) Totals as a percentage of the Company's net assets as of December 31, 1999.
<PAGE>
(7) Total as a percentage of the net assets of the INVESCO Complex as of
December 31, 1999.

Messrs. Brady, Healey 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 of the mutual funds in the INVESCO Funds have adopted a
Defined Benefit Deferred Compensation Plan (the "Plan") for the Independent
Directors of the funds. Under this Plan, each director 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,
if the Qualified Director retires upon reaching age 72 (or the retirement age of
73 or 74, if the retirement date is extended by the boards for one or two years,
but less than three years), continuation of payment for one year (the "First
Year Retirement Benefit") of the annual basic retainer and annualized board
meeting fees payable by the funds to the Qualified Director at the time of
his/her retirement (the "Basic Benefit"). Commencing with any such director's
second year of retirement, commencing with the first year of retirement of any
Qualified Director whose retirement has been extended by the board for three
years, and commencing with attainment of age 72 by a Qualified Director who
voluntarily retires prior to reaching age 72, 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 him/her or 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 and to Mr. King as of January 1, 2000. 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. A
similar plan has been adopted by INVESCO Global Health Sciences Fund's board of
trustees. All trustees of INVESCO Global Health Sciences Fund are also directors
of the INVESCO Funds.

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
INVESCO Funds except Funds offered by the Company in which the directors are
legally precluded from investing. Each Independent Director may, therefore, be
deemed to have an indirect interest in shares of each such INVESCO Fund, in
addition to any INVESCO Fund shares the Independent Director may own either
directly or beneficially.

CONTROL PERSONS AND PRINCIPAL SHAREHOLDERS

As of January 31, 2000, 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:
<PAGE>
Blue Chip Growth Fund

Equity Income Fund
- --------------------------------------------------------------------------------
Basis of Ownership Percentage
Name and Address (Record/Beneficial) Owned
- --------------------------------------------------------------------------------
Great-West Life & Annuity Record 39.65%
Unit Valuations 2T2
8515 E. Orchard Rd.
Englewood, CO 80111-5037
- --------------------------------------------------------------------------------
Security Life Record 19.48%
Separate Account L1
Attn. Chris Smythe
Unit Valuations 2T2
1475 Dunwoody Dr
West Chester, PA 19380-1478
- --------------------------------------------------------------------------------
Security Life Record 10.05%
Separate Account A1
Attn. Chris Smythe
Unit Valuations 2T2
1475 Dunwoody Dr
West Chester, PA 19380-1478
- --------------------------------------------------------------------------------
Annuity Investors Life Record 9.63%
Insurance Company
250 East Fifth Street
Cincinnati, OH 45202-4119
- --------------------------------------------------------------------------------
<PAGE>
- --------------------------------------------------------------------------------
Basis of Ownership Percentage
Name and Address (Record/Beneficial) Owned
- -------------------------------------------------------------------------------
Conseco Variable Insurance CO
Attn. Separate Accounts C1B Record 5.61%
11825 North Pennsylvania Street
Carmel, IN 46032-4555
- --------------------------------------------------------------------------------

Financial Services Fund
- --------------------------------------------------------------------------------
Basis of Ownership Percentage
Name and Address (Record/Beneficial) Owned
- --------------------------------------------------------------------------------

None
- --------------------------------------------------------------------------------

Health Sciences Fund
- --------------------------------------------------------------------------------
Basis of Ownership Percentage
Name and Address (Record/Beneficial) Owned
- --------------------------------------------------------------------------------

American Skandia Life Assurance Record 83.43%
Variable Account B Class 1
Attn. Investment Accounting
PO Box 883
1 Corporate DR
Shelton, CT 06484-6208
- --------------------------------------------------------------------------------
Fortis Benefits Insurance Co. Record 11.33%
Attn. Brian Perkins
P.O. Box 64284
St. Paul, MN 55164-0284
- ----------------------------------------------------------------------------

High Yield Fund

- --------------------------------------------------------------------------------
Basis of Ownership Percentage
Name and Address (Record/Beneficial) Owned
- --------------------------------------------------------------------------------
Great-West Life & Annuity Record 44.07%
Unit Valuations 2T2
8515 E Orchard Rd
Englewood, CO 80111-5037
- --------------------------------------------------------------------------------
Conseco Variable Insurance Co. Record 18.74%
Attn. Separate Accounts C1B
11825 North Pennsylvania Street
Carmel, IN 46032-4555
- --------------------------------------------------------------------------------
Security Life Record 16.60%
Separate Account L1
Attn. Chris Smythe
Unit Valuations 2T2
1475 Dunwoody Dr
West Chester, PA 19380-1478
- --------------------------------------------------------------------------------
<PAGE>

Market Neutral Fund

- --------------------------------------------------------------------------------
None
- --------------------------------------------------------------------------------

Real Estate Opportunity Fund

Small Company Growth Fund

Telecommunications Fund

- --------------------------------------------------------------------------------
None
- --------------------------------------------------------------------------------
<PAGE>

Technology Fund

- --------------------------------------------------------------------------------
Basis of Ownership Percentage
Name and Address (Record/Beneficial) Owned
- --------------------------------------------------------------------------------
Security Life Record 40.72%
Separate Account L1
Attn. Chris Smythe
Unit Valuations 2T2
1475 Dunwoody Dr
West Chester, PA 19380-1478
- --------------------------------------------------------------------------------
Great-West Life & Annuity Record 19.66%
Unit Valuations 2T2
8515 E Orchard Rd
Englewood, CO 80111-5037
- --------------------------------------------------------------------------------
Security Life Record 20.12%
Separate Account A1
Attn. Chris Smythe
Unit Valuations 2T2
1475 Dunwoody Dr
West Chester, PA 19380-1478
- --------------------------------------------------------------------------------
Annuity Investors Life Record 11.52%
Insurance Company
250 East Fifth Street
Cincinnati, OH 45202-4119
- --------------------------------------------------------------------------------

Utilities Fund

- --------------------------------------------------------------------------------
Basis of Ownership Percentage
Name and Address (Record/Beneficial) Owned
- --------------------------------------------------------------------------------
Security Life Record 46.09%
Separate Account L1
Attn. Chris Smythe
Unit Valuations 2T2
1475 Dunwoody Dr
West Chester, PA 19380-1478
- --------------------------------------------------------------------------------
<PAGE>
- --------------------------------------------------------------------------------
Basis of Ownership Percentage
Name and Address (Record/Beneficial) Owned
- --------------------------------------------------------------------------------
Security Life Record 40.59%
Separate Account A1
Attn. Chris Smythe
Unit Valuations 2T2
1475 Dunwoody Dr
West Chester, PA 19380-1478
- --------------------------------------------------------------------------------
Southland Life Insurance Co. Record 8.58%
Southland Separate Account L1
Attn Dir Mkt Support Services
1475 Dunwoody Dr
West Chester, PA 19380-1478
- ----------------------------------------------------------------------------

As of February __, 2000, officers and directors of the Company, as a group,
beneficially owned 0% 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.

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, 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 LLP, 1225 17th Street, Suite 2900, Denver,
Colorado, acts as special counsel to the Company.
<PAGE>
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.

Portfolio transactions also may be effected through broker-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 broker-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-dealer in selecting among
qualified broker-dealers.

Market Neutral Fund depends upon a prime broker for a variety of services
related to its short sales. If the prime broker becomes insolvent, there will be
delays in enforcing the Fund's rights, which may subject the Fund to additional
losses. Certain of these losses may be covered by insurance. Market Neutral Fund
utilizes so-called "blind principal" trading. In this process, broker-dealers
are asked to bid on making trades for the Fund when it rebalances its portfolio.
The broker-dealer bids for the right to execute all required portfolio trades at
closing market price for a specific commission. The broker-dealer guarantees the
closing market price on the trade date and thus has its own capital at risk.

Certain of the INVESCO Funds utilize fund brokerage commissions to pay custody
fees for each respective fund. This program requires that the participating
funds receive favorable execution.
<PAGE>

The aggregate dollar amount of underwriting discounts and brokerage commissions
paid by each Fund for the fiscal years outlined below were:

Blue Chip Growth Fund
December 31, 1999 $ ________
December 31, 1998 1,746
December 31, 1997 267

Dynamics Fund
December 31, 1999 $ ________
December 31, 1998 574
December 31, 1997 335

Equity Income Fund
December 31, 1999 $ ________
December 31, 1998 278,819
December 31, 1997 239,249

Financial Services Fund
December 31, 1999 $ ________
December 31, 1998 N/A
December 31, 1997 N/A

Health Sciences Fund
December 31, 1999 $ ________
December 31, 1998 5,650
December 31, 1997 563

High Yield Fund
December 31, 1999 $ ________
December 31, 1998 178,000
December 31, 1997 143,282

Market Neutral Fund
December 31, 1999 $ ________
December 31, 1998 N/A
December 31, 1997 N/A

Real Estate Opportunity Fund
December 31, 1999 $ ________
December 31, 1998 179
December 31, 1997 N/A

Small Company Growth Fund
December 31, 1999 $ ________
December 31, 1998 4,907
December 31, 1997 712

Technology Fund
December 31, 1999 $ ________
December 31, 1998 14,920
December 31, 1997 5,012

Telecommunications Fund
December 31, 1999 $ ________
December 31, 1998 N/A
December 31, 1997 N/A
<PAGE>
Total Return Fund
December 31, 1999 $ ________
December 31, 1998 484
December 31, 1997 6,797

Utilities Fund
December 31, 1999 $ ________
December 31, 1998 9,136
December 31, 1997 13,372

For the fiscal year ended December 31, 1999, brokers providing research services
received $______ in commissions on portfolio transactions effected for the
Funds. The aggregate dollar amount of such portfolio transactions was $________.
Commissions totaling $___ 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, 1999.

At December 31, 1999, each Fund held debt securities of its regular brokers or
dealers, or their parents, as follows:

- --------------------------------------------------------------------------------
Fund Broker or Dealer Value of Securities
at December 31, 1999
- --------------------------------------------------------------------------------
Blue Chip Growth $_______
- --------------------------------------------------------------------------------
Dynamics $_______
- --------------------------------------------------------------------------------
Equity Income $_______
- --------------------------------------------------------------------------------
Financial Services $_______
- --------------------------------------------------------------------------------
Health Sciences $_______
- --------------------------------------------------------------------------------
High Yield $_______
- --------------------------------------------------------------------------------
Market Neutral $_______
- --------------------------------------------------------------------------------
Real Estate Opportunity $_______
- --------------------------------------------------------------------------------
Small Company Growth $_______
- --------------------------------------------------------------------------------
Technology $_______
- --------------------------------------------------------------------------------
Telecommunications $_______
- --------------------------------------------------------------------------------
Total Return $_______
- --------------------------------------------------------------------------------
Utilities $_______
- --------------------------------------------------------------------------------

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-dealer that executes transactions for the Funds.

CAPITAL STOCK

The Company is authorized to issue up to 1,500,000,000 shares of common stock
with a par value of $0.01 per share. As of January 31, 2000, the following
shares of each Fund were outstanding:
<PAGE>
Blue Chip Growth Fund 63,280
Dynamics Fund 2,140,716
Equity Income Fund 4,018,087
Financial Services Fund 1,975,604
Health Sciences Fund 2,120,819
High Yield Fund 5,113,757
Market Neutral Fund 1,000,100
Real Estate Opportunity Fund 84,336
Small Company Growth Fund 256,452
Technology Fund 3,487,670
Telecommunications Fund 5,815,010
Total Return Fund 1,589,900
Utilities Fund 437,721

All shares of a Fund will be voted together 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 1940 Act.

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.

TAX CONSEQUENCES OF OWNING SHARES OF A 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 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 and excise taxes on the
amount that is not distributed. If a Fund does not qualify as a regulated
investment company, it will be subject to income tax on its net investment
income and net capital gains at the corporate tax rates.

<PAGE>
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. 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 as to federal, state and local taxes relating to your
contract.

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 telephone number or
address on the back cover of the Funds' Prospectuses.

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.

Average annual total return performance for the one-, five-, and since inception
periods ended December 31, 1999, was:

Name of Fund 1 Year 5 Year Since Inception*

Blue Chip Growth Fund ____% N/A _____%*
Dynamics Fund ____% N/A _____%*
Equity Income Fund ____% N/A _____%*
Financial Services Fund ____% N/A _____%*
Health Sciences Fund ____% N/A _____%*
High Yield Fund ____% N/A _____%*
Market Neutral Fund ____% N/A _____%*
Real Estate Opportunity Fund ____% N/A _____%*
Small Company Growth Fund ____% N/A _____%*
Technology Fund ____% N/A _____%*
Telecommunications Fund ____% N/A _____%*
Total Return Fund ____% N/A _____%*
Utilities Fund ____% N/A _____%*

<PAGE>
*Inception dates were as follows:

Blue Chip Growth August 25, 1997
Dynamics August 25, 1997
Equity Income August 10, 1994
Financial Services September 21, 1999
Health Sciences May 22, 1997
High Yield May 27, 1994
Market Neutral November 10, 1999
Real Estate Opportunity April 1, 1998
Small Company Growth August 25, 1997
Technology May 21, 1997
Telecommunications September 21, 1999
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.

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, S&P,
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 Inc.; or (iii) by other recognized analytical
services.

<PAGE>
The Lipper 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 Fund Growth Funds
Dynamics Fund Capital Appreciation Funds
Equity Income Fund Equity Income Funds
Financial Services Fund Financial Services Funds
Health Sciences Fund Health Biotechnology Funds
High Yield Fund High Current Yield Funds
Market Neutral Fund Variable Specialty/Miscellaneous Funds
Real Estate Opportunity Fund Real Estate Funds
Small Company Growth Fund Small Company Growth Funds
Technology Fund Science and Technology Funds
Telecommunications Fund Global Funds
Total Return Fund Flexible Portfolio Funds
Utilities Fund Utility Funds

Sources for Fund performance information and articles about the Funds include,
but are not limited to, the following:

AMERICAN ASSOCIATION OF INDIVIDUAL INVESTORS' JOURNAL
BANXQUOTE
BARRON'S
BUSINESS WEEK
CDA INVESTMENT TECHNOLOGIES
CNBC
CNN
CONSUMER DIGEST
FINANCIAL TIMES
FINANCIAL WORLD
FORBES
FORTUNE
IBBOTSON ASSOCIATES, INC.
INSTITUTIONAL INVESTOR
INVESTMENT COMPANY DATA, INC.
INVESTOR'S BUSINESS DAILY
KIPLINGER'S PERSONAL FINANCE
LIPPER 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 Funds for the fiscal year ended December 31,
1998, are incorporated herein by reference from INVESCO Variable Investment
Funds, Inc.'s Annual Report to Shareholders dated December 31, 1998.

<PAGE>

APPENDIX A

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 Incorpora-
tion 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)

(6) Articles of Amendment to Articles of Incorporation
filed August 13, 1999.(8)

(7) Articles of Amendment to Articles of Incorporation
filed August 13, 1999.(8)

(8) Articles Supplementary to Articles of Incorporation
filed August 13, 1999.(8)

(b) Bylaws as of July 21, 1993.(3)

(d) (1) Investment Advisory Agreement between Company and
INVESCO Funds, Group, Inc. dated August 30, 1999.(8)

(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.(7)

(ii) Amendment dated May 13, 1999 to Sub-Advisory
Agreement.(8)

(3) Sub-Advisory Agreement between INVESCO Funds Group,
Inc. and INVESCO Realty Advisors, Inc. dated February 28,
1997.(7)

(i) Amendment dated January 1, 1998 to Sub-Advisory
Agreement dated February 28, 1997.(7)

(ii) Amendment dated May 13, 1999 to Sub-Advisory
Agreement.(8)

<PAGE>

(4) Sub-Advisory Agreement between INVESCO Funds Group,
Inc. and INVESCO (NY) dated August 30, 1999.(9)

(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)

(5) Additional Fund Letter dated August 18, 1999.(8)

(h) (1) Transfer Agency Agreement between Company and INVESCO
Funds Group, Inc. dated February 28, 1997.(2)

(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)

(i) Second Amendment to Participation Agreement.(6)

(6) Participation Agreement, dated December 1, 1994,
among Registrant, INVESCO Funds Group, Inc., First
Transamerica Life Insurance Company and Charles Schwab
& Co., Inc.(4)
<PAGE>

(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) Not Applicable.

(o) Not Applicable.

(1)Previously filed with Post-Effective Amendment No. 4 to the Registration
Statement on April 11, 1996, and incorporated by reference herein.

(2)Previously filed with Post-Effective Amendment No. 6 to the Registration
Statement on February 14, 1997, and incorporated by reference herein.

(3)Previously filed with Post-Effective Amendment No. 7 to the Registration
Statement on November 12, 1997, and incorporated by reference herein.

(4)Previously filed with Post-Effective Amendment No. 8 to the Registration
Statement on November 24, 1997, and incorporated by reference herein.

(5)Previously filed with Post-Effective Amendment No. 10 to the Registration
Statement on February 27, 1998, and incorporated by reference herein.

(6)Previously filed with Post-Effective Amendment No. 13 to the Registration
Statement on February 22, 1999, and incorporated by reference herein.

(7)Previously filed with Post-Effective Amendment No. 14 to the Registration
Statement on April 30, 1999, and incorporated by reference herein.

(8)Previously filed with Post-Effective Amendment No. 17 to the Registration
Statement on August 30, 1999, and incorporated by reference herein.

(9)Previously filed with Post-Effective Amendment No. 18 to the Registration
Statement on October 8, 1999, and incorporated by reference herein.

<PAGE>

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.

ITEM 25. INDEMNIFICATION

Indemnification provisions for officers, directors and employees of Registrant
are set forth in Article VII of the Articles of Incorporation, and are hereby
incorporated by reference. See Item 23(a) 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 Company also
maintains liability insurance policies covering its directors and officers.

ITEM 26. BUSINESS AND OTHER CONNECTIONS OF INVESTMENT ADVISER

See "Fund Management" in the Funds' Prospectuses and "Management of the Funds"
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.

- --------------------------------------------------------------------------------
POSITION WITH PRINCIPAL OCCUPATION AND
NAME ADVISER COMPANY AFFILIATION
- --------------------------------------------------------------------------------
Mark H. Williamson Chairman and Officer Chairman of the Board,
President & Chief
Executive Officer
INVESCO Funds Group, Inc.
7800 East Union Avenue
Denver, CO 80237
- --------------------------------------------------------------------------------
Raymond R. Cunningham Officer Senior Vice President
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 & Director Senior Vice President
& Treasurer
INVESCO Funds Group, Inc.
7800 East Union Avenue
Denver, CO 80237
- --------------------------------------------------------------------------------
Richard W. Healey Officer & Director Senior Vice President
INVESCO Funds Group, Inc.
7800 East Union Avenue
Denver, CO 80237
- --------------------------------------------------------------------------------
<PAGE>

- --------------------------------------------------------------------------------
William R. Keithler Officer Senior Vice President
INVESCO Funds Group, Inc.
7800 East Union Avenue
Denver, CO 80237
- --------------------------------------------------------------------------------
Charles P. Mayer Officer & Director Senior Vice President
INVESCO Funds Group, Inc.
7800 East Union Avenue
Denver, CO 80237
- --------------------------------------------------------------------------------
Timothy J. Miller Officer & Director Senior Vice President
INVESCO Funds Group, Inc.
7800 East Union Avenue
Denver, CO 80237
- --------------------------------------------------------------------------------
Donovan J. (Jerry) Paul Officer Senior Vice President
INVESCO Funds Group, Inc.
7800 East Union Avenue
Denver, CO 80237
- --------------------------------------------------------------------------------
Glen A. Payne Officer Senior Vice President,
Secretary & General
Counsel
INVESCO Funds Group, Inc.
7800 East Union Avenue
Denver, CO 80237
- --------------------------------------------------------------------------------
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
- --------------------------------------------------------------------------------
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
- --------------------------------------------------------------------------------
<PAGE>
- --------------------------------------------------------------------------------
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
- --------------------------------------------------------------------------------

Stuart Holland 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
- --------------------------------------------------------------------------------
Campbell C. Judge Officer Vice President
INVESCO Funds Group, Inc.
7800 East Union Avenue
Denver, CO 80237
- --------------------------------------------------------------------------------

Steve King Officer Vice President
INVESCO Funds Group, Inc.
7800 East Union Avenue
Denver, CO 80237
- --------------------------------------------------------------------------------
Thomas A. Kolbe Officer Vice President
INVESCO Funds Group, Inc.
7800 East Union Avenue
Denver, CO 80237
- --------------------------------------------------------------------------------
Ronald C. Lively Officer Vice President
INVESCO Funds Group, Inc.
7800 East Union Avenue
Denver, CO 80237

- --------------------------------------------------------------------------------
Peter M. Lovell Officer Vice President
INVESCO Funds Group, Inc.
7800 East Union Avenue
Denver, CO 80237
- --------------------------------------------------------------------------------
<PAGE>
- --------------------------------------------------------------------------------
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
- --------------------------------------------------------------------------------

George A. Matyas 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
- --------------------------------------------------------------------------------
Corey M. McClintock Officer Vice President
INVESCO Funds Group, Inc.
7800 East Union Avenue
Denver, CO 80237
- --------------------------------------------------------------------------------
Douglas J. McEldowney 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
- --------------------------------------------------------------------------------
<PAGE>
- --------------------------------------------------------------------------------
Pamela J. Piro Officer Vice President
INVESCO Funds Group, Inc.
7800 East Union Avenue
Denver, CO 80237
- --------------------------------------------------------------------------------
Anthony R. Rogers 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
- --------------------------------------------------------------------------------
James B. Sandidge 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
- --------------------------------------------------------------------------------
Tane T. Tyler Officer Vice President
& Assistant General
Counsel
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
- --------------------------------------------------------------------------------
Thomas H. Scanlan Officer Regional Vice President
INVESCO Funds Group, Inc.
12028 Edgepark Court
Potomac, MD 20854
- --------------------------------------------------------------------------------
<PAGE>
- --------------------------------------------------------------------------------
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
- --------------------------------------------------------------------------------

William S. Mechling 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
- --------------------------------------------------------------------------------

ITEM 27. (a) PRINCIPAL UNDERWRITERS

INVESCO Bond Funds, Inc.
INVESCO Combination Stock & Bond Funds, Inc.
INVESCO International Funds, Inc.
INVESCO Money Market Funds, Inc.
INVESCO Sector Funds, Inc.
INVESCO Stock Funds, Inc.
INVESCO Variable Investment Funds, Inc.

(b)

POSITIONS AND POSITIONS AND
NAME AND PRINCIPAL OFFICES WITH OFFICES WITH
BUSINESS ADDRESS UNDERWRITER THE COMPANY
- ------------------ ------------ -------------

William J. Galvin, Jr. Senior Vice Assistant Secretary
7800 E. Union Avenue President &
Denver, CO 80237 Asst. Secretary
<PAGE>

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

Pamela J. Piro Assistant Treasurer Assistant Treasurer
7800 E. Union Avenue
Denver, CO 80237

Judy P. Wiese Assistant Secretary Assistant Secretary
7800 E. Union Avenue
Denver, CO 80237

Mark H. Williamson Chairman of the Board, Chairman of the
7800 E. Union Avenue President, & Chief Board, President and
Denver, CO 80237 Executive Officer CEO

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 certifies that it 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 18th day of February, 2000.

INVESCO Variable Investment Funds, Inc.

Attest:
/s/ Mark H. Williamson
----------------------------------
/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*
- -------------------------------
Charles W. Brady, 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
- -------------- ----------------------

Consent of Independent Accountants

We hereby consent to the incorporation by reference in this Registration
Statement on Form N-1A of our report dated January 29, 1999, relating to the
financial statements and financial highlights which appears 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 headings "Financial Highlights",
"Independent Accountants" and "Financial Statements" in such Registration
Statement.

/s/ PricewaterhouseCoopers LLP

PricewaterhouseCoopers LLP

Denver, Colorado
February 17, 2000