0000912744-97-000028 Sample Contracts

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

THIS AGREEMENT, made and entered into this 26th day of August, 1994 by and among SECURITY LIFE OF DENVER INSURANCE COMPANY, (hereinafter the "Insurance Company"), a Colorado corporation, on its own behalf and on behalf of each segregated asset account of the Insurance Company set forth on Schedule A hereto as may be amended from time to time (each such account hereinafter referred to as the "Account"), INVESCO VARIABLE INVESTMENT FUNDS, INC., a Maryland corporation (the "Company") and INVESCO FUNDS GROUP, INC. ("INVESCO"), a Delaware corporation.

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
Invesco Variable Investment Funds Inc • November 12th, 1997

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.

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