Invesco Variable Investment Funds Inc. – ‘NSAR-A’ for 6/30/04 – ‘EX-99.77Q1 OTHR EXHB’

On:  Thursday, 8/26/04, at 3:59pm ET   ·   Effective:  8/26/04   ·   For:  6/30/04   ·   Accession #:  950129-4-6492   ·   File #:  811-08038

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Semi-Annual Report by an Investment Company   —   Form N-SAR   —   ICA’40
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: NSAR-A      Semi-Annual Report by an Investment Company           19     79K 
 2: EX-99.77C VOTES  Matters Submitted to a Vote of Security         172    680K 
                Holders                                                          
 3: EX-99.77C VOTES  Matters Submitted to a Vote of Security         167    647K 
                Holders                                                          
 4: EX-99.77C VOTES  Matters Submitted to a Vote of Security         138    569K 
                Holders                                                          
 5: EX-99.77E LEGAL  Legal Proceeding                                  8     36K 
 6: EX-99.77M MERGERS  Merger Info                                   117    448K 
 7: EX-99.77M MERGERS  Merger Info                                   195    784K 
 8: EX-99.77M MERGERS  Merger Info                                   195    784K 
 9: EX-99.77Q1 OTHR EXHB  Other Disclosure                             2     11K 
10: EX-99.77Q1 OTHR EXHB  Other Disclosure                             4     15K 

‘EX-99.77Q1 OTHR EXHB’   —   Other Disclosure

EX-99.77Q1 OTHR EXHB
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                                                              SUB-ITEM 77Q1(a)

ARTICLES OF AMENDMENT OF

INVESCO VARIABLE INVESTMENT FUNDS, INC. 

      INVESCO Variable Investment Funds, Inc., a Maryland corporation (the
"Company"), hereby certifies to the State Department of Assessments and         
Taxation of Maryland (the "Department") that:                                   

        FIRST: The Company desires to, and does hereby, amend its charter (the
"Charter") as currently in effect by deleting in its entirety Article III,      
Section 1 thereof and in lieu thereof adding a new Article III, Section 1, as   
follows:                                                                        

"ARTICLE III

CAPITALIZATION

             Section 1. The aggregate number of shares of stock of all
  series that the Company shall have the authority to issue is two
       billion (2,000,000,000) shares of common stock, having a par value of
one cent ($0.01) per share of all authorized shares, having an
   aggregate par value of twenty million dollars ($20,000,000). Such
stock may be issued as full shares or as fractional shares.   

         In the exercise of the powers granted to the board of
   directors pursuant to Section 3 of this Article III, the board of
       directors designated thirteen series of shares of common stock of the
    Company, with one class of shares of common stock for each series,
designated as follows:                                        

Fund Name & Class                      Allocated Shares     
-----------------                      ----------------     
INVESCO VIF - Core Equity Fund                                                  
  Series I                                 One hundred million (100,000,000)
INVESCO VIF - Dynamics Fund                                                     
  Series I                                 One hundred million (100,000,000)
INVESCO VIF - Financial Services Fund                                           
  Series I                                 One hundred million (100,000,000)
INVESCO VIF - Growth Fund                                                       
  Series I                                 One hundred million (100,000,000)
INVESCO VIF - Health Sciences Fund                                              
  Series I                                 One hundred million (100,000,000)
INVESCO VIF - High Yield Fund                                                   
  Series I                                 One hundred million (100,000,000)
INVESCO VIF - Leisure Fund                                                      
  Series I                                 One hundred million (100,000,000)
INVESCO VIF - Real Estate Opportunity Fund                                      
  Series I                                 One hundred million (100,000,000)

EX-99.77Q1 OTHR EXHB
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INVESCO VIF - Small Company Growth Fund                                         
  Series I                                 One hundred million (100,000,000)
INVESCO VIF - Technology Fund                                                   
  Series I                                 One hundred million (100,000,000)
INVESCO VIF - Telecommunications Fund                                           
  Series I                                 One hundred million (100,000,000)
INVESCO VIF - Total Return Fund                                                 
  Series I                                 One hundred million (100,000,000)
INVESCO VIF - Utilities Fund                                                    
  Series I                                 One hundred million (100,000,000)

                 Unless otherwise prohibited by law, so long as the Company is
   registered as an open-end investment company under the Investment
      Company Act of 1940, as amended, the total number of shares that the
     Company is authorized to issue may be increased or decreased by the
        board of directors in accordance with the applicable provisions of the
Maryland General Corporation Law."                            

        SECOND: The amendment of the Charter as hereinabove set forth has been
duly approved by a majority of the entire Board of Directors of the Company.    
Such amendment is limited to a change expressly authorized by ss.2-605 of the   
Maryland General Corporation Law, as amended, to be made without action by the  
stockholders of the Company.                                                    

    THIRD: The undersigned President of the Company acknowledges these
Articles of Amendment to be the corporate act of the Company and as to all      
matters or facts required to be verified under oath, the undersigned President  
acknowledges that to the best of his knowledge, information and belief, these   
matters and facts are true in all material respects and that this statement is  
made under the penalties for perjury.                                           

     FOURTH: The amendment to the Charter set forth above in FIRST shall
become effective on the date and at the time the Department accepts these       
Articles of Amendment for record.                                               

        IN WITNESS WHEREOF, the Company has caused these Articles of Amendment
to be signed in its name and on its behalf by its President and attested to by  
its Secretary on this 18th day of December 2003.                                

                                    By: /s/ Robert H. Graham
                                                ------------------------------
                                               Name:  Robert H. Graham
                                        Title: President
ATTEST:                                                                         

By: /s/ Kevin M. Carome                                                         
----------------------------                                              
Name: Kevin M. Carome                                               
Title: Secretary                                                    

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