0000912744-97-000028 Sample Contracts

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PARTICIPATION AGREEMENT
Participation Agreement • November 12th, 1997 • Invesco Variable Investment Funds Inc • Colorado
MOYE, GILES, O KEEFE, VERMEIRE & GORRELL A LAW PARTNERSHIP INCLUDING PROFESSIONAL CORPORATIONS 29TH FLOOR 1225 SEVENTEENTH STREET EDWARD F.O'KEEFE, P.C. DENVER, COLORADO 80Z02-5629 TELEPHONE (303) 292-2900 TELECOPIER (303} 292-4510
Legal Opinion • November 12th, 1997 • Invesco Variable Investment Funds Inc

This is in response to your request for our opinion as to the legality of the registration of an indefinite number of shares of capital stock ($0.01 par value per share) of INVESCO Variable Investment Funds, Inc., being registered with the Securities and Exchange Commission under the Investment Company Act of 1940 and the Securities Act of 1933, as amended (Form N-1A). This share registration is being requested pursuant to the provisions of Rule 24f-2 under Section 24(f) of the Investment Company Act of 1940.

PARTICIPATION AGREEMENT
Participation Agreement • November 12th, 1997 • Invesco Variable Investment Funds Inc • Colorado
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