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SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934
(Amendment No. )
Filed by the Registrant[x]
Filed by a Party other than the Registrant[ ]
Check the appropriate box:
[x] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(3)(2))
[ ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to section 240.14a-11(c) or section
240.14a-12
__________________________________________________
THE GLOBAL HEALTH SCIENCES FUND
__________________________________________________
Payment of Filing Fee (Check the appropriate box):
[x] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and
0-11.
1) Title of each class of securities to which transaction applies:
2) Aggregate number of securities to which transaction applies:
3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which
the filing fee is calculated and state how it was determined):
4) Proposed maximum aggregate value of transaction:
5) Total fee paid:
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange
Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee
was paid previously. Identify the previous filing by registration
statement number, or the Form or Schedule and the date of its filing.
1) Amount Previously Paid:
2) Form, Schedule or Registration Statement No.:
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3) Filing Party:
4) Date Filed:
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DRAFT
Preliminary Copy -- To Be Filed With the Securities
and Exchange Commission
The Global Health Sciences Fund
December 26, 1996
__________________________________________________________________________
Dear Global Health Sciences Fund Shareholder:
Enclosed is a Proxy Statement for the January 31, 1997 annual
meeting of shareholders of The Global Health Sciences Fund (the "Fund").
As you may have heard, INVESCO PLC ("INVESCO") has entered into
an agreement to merge with A I M Management Group Inc. ("AIM"), under
which AIM will become part of INVESCO. INVESCO is the ultimate parent
company of INVESCO Trust Company, the investment adviser to the Fund.
As explained more fully in the attached Proxy Statement, at the
time the INVESCO/AIM merger takes effect, the Fund's present investment
advisory contract will terminate automatically, as a matter of law.
Although Fund shareholders are not being asked to approve the merger, they
must vote on the necessary new investment advisory contract. Accordingly,
to provide continuity of investment advisory services to the Fund, the
Board of Trustees is asking shareholders to approve a new investment
advisory agreement for the Fund, with the same parties and on terms
substantially identical to the existing investment advisory agreement. In
addition, all shareholders are being asked to elect two trustees, Hubert
L. Harris, Jr. and John W. McIntyre, as Class C trustees of the Fund and
to ratify the selection of Price Waterhouse LLP as the Fund's independent
accountants. The accompanying Proxy Statement provides additional
detailed information on these proposals, the INVESCO/AIM merger and the
Fund.
WE ARE REQUIRED BY LAW TO INFORM YOU AS TO CERTAIN DETAILS OF THE
TRANSACTION, EVEN THOUGH YOU ARE NOT VOTING TO APPROVE THE MERGER. WHAT
IS MOST IMPORTANT FOR YOU AS A SHAREHOLDER OF THE FUND IS THAT APPROVAL OF
THE PROPOSALS LISTED ABOVE WILL IN NO WAY INCREASE THE ADVISORY FEES, OR
EXPENSES OF THE FUND OR CHANGE THE LEVEL, NATURE OR QUALITY OF SERVICES
YOU RECEIVE. EACH OF THESE PROPOSALS HAS BEEN APPROVED BY THE BOARD OF
TRUSTEES OF THE FUND, WHICH RECOMMENDS THAT SHAREHOLDERS APPROVE THEM AS
WELL.
The Board of Trustees believes that these proposals are in the
best interests of the shareholders. Therefore, we ask that you read the
enclosed materials and vote promptly. Should you have any questions,
please feel free to call our client services representatives at 1-800-528-
8765. They will be happy to answer any questions that you might have.
YOUR VOTE IS IMPORTANT. THE MATTERS WE ARE SUBMITTING FOR YOUR
CONSIDERATION ARE SIGNIFICANT TO THE FUND AND TO YOU AS A SHAREHOLDER. IF
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WE DO NOT RECEIVE SUFFICIENT VOTES TO APPROVE THESE PROPOSALS, WE MAY HAVE
TO SEND ADDITIONAL MAILINGS OR CONDUCT TELEPHONE CANVASSING. THEREFORE,
PLEASE TAKE THE TIME TO READ THE PROXY STATEMENT AND CAST YOUR VOTE ON THE
ENCLOSED PROXY CARD, AND RETURN IT IN THE ENCLOSED PRE-ADDRESSED, POSTAGE-
PAID ENVELOPE.
Sincerely,
Hubert L. Harris, Jr.
President
The Global Health Sciences Fund
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Preliminary Copy -- To Be Filed With the Securities
and Exchange Commission
The Global Health Sciences Fund
7800 East Union Avenue
Denver, Colorado 80237
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON January 31, 1997
==========================================================================
Notice is hereby given that a special meeting of shareholders
(the "Meeting") of The Global Health Sciences Fund (the "Fund") will be
held at the Denver Marriott Southeast, 6363 East Hampden Avenue, Denver,
Colorado 80222 on Friday, January 31, 1997, at 10:00 a.m., Mountain
Standard Time, for the following purposes.
1. To approve or disapprove a new investment advisory
agreement between the Fund and INVESCO Trust Company
("ITC"), such agreement to take effect only if the
proposed merger of A I M Management Group Inc. into a
wholly-owned U.S. subsidiary of INVESCO PLC is
consummated (the "Merger"). INVESCO PLC is the ultimate
parent of ITC.
2. To elect two trustees to serve as the Class C trustees of
the Fund until the annual meeting of shareholders in 2000
and until their successors are elected and qualified.
3. To ratify or reject the selection of Price Waterhouse LLP
as independent accountants for the Fund for the fiscal
year ending October 31, 1997.
4. To transact such other business as may properly come
before the Meeting or any adjournment(s) thereof.
None of these proposals is expected to result in any change in
the way the Fund is managed, in the advisory fees or in the services you
receive as a shareholder.
The trustees of the Fund have fixed the close of business on
December 9, 1996, as the record date for the determination of shareholders
entitled to notice of and to vote at the Meeting or any adjournment(s)
thereof.
A complete list of shareholders of the Fund entitled to vote at
the Meeting will be available and open to the examination of any
shareholder of the Fund for any purpose germane to the Meeting during
ordinary business hours after December 15, 1996, at the offices of the
Fund, 7800 East Union Avenue, Denver, Colorado 80237.
You are cordially invited to attend the Meeting. Shareholders
who do not expect to attend the Meeting in person are requested to
complete, date and sign the enclosed form of proxy and return it promptly
in the enclosed envelope that requires no postage if mailed in the United
States. The enclosed proxy is being solicited on behalf of the trustees
of the Fund.
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IMPORTANT
Please mark, sign, date and return the enclosed proxy in the
accompanying envelope as soon as possible in order to ensure a full
representation at the Meeting.
The Meeting will have to be adjourned without conducting any
business if less than a majority of the eligible shares is represented,
and the Fund will have to continue to solicit votes until a quorum is
obtained. The Meeting also may be adjourned, if necessary, to continue to
solicit votes if less than the required shareholder vote has been obtained
to elect the specified number of trustees and to approve Proposals 1 and
3.
Your vote, then, could be critical in allowing the Fund to hold
the Meeting as scheduled. By marking, signing, and promptly returning the
enclosed proxy, you may eliminate the need for additional solicitation.
Your cooperation is appreciated.
By Order of the Board of Trustees,
Glen A. Payne
Secretary
Denver, Colorado
Dated: December 26, 1996
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Preliminary Copy -- To Be Filed With the Securities
and Exchange Commission
THE GLOBAL HEALTH SCIENCES FUND
7800 East Union Avenue
Denver, Colorado 80237
PROXY STATEMENT
FOR ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD January 31, 1997
INTRODUCTION
The enclosed proxy is being solicited by the board of trustees
(the "Board" or the "Trustees") of The Global Health Sciences Fund (the
"Fund") for use in connection with the annual meeting of shareholders of
the Fund (the "Meeting") to be held at 10:00 a.m., Mountain Standard Time,
on Friday, January 31, 1997, at the Denver Marriott Southeast, 6363 East
Hampden Avenue, Denver, Colorado 80222, and at any adjournment(s) thereof
for the purposes set forth in the foregoing notice. THE FUND'S ANNUAL
REPORT, INCLUDING FINANCIAL STATEMENTS OF THE FUND FOR THE FISCAL YEAR
ENDED OCTOBER 31, 1996, IS ENCLOSED WITH THIS PROXY STATEMENT. The
approximate mailing date of proxies and this Proxy Statement is December
26, 1996.
At the Meeting, shareholders will be asked to consider a new
investment advisory agreement for the Fund. As explained in more detail
below, the existing advisory agreement will terminate automatically, by
operation of law, upon the consummation of the proposed merger (the
"Merger") of A I M Management Group Inc. ("AIM") and a direct, wholly-
owned subsidiary of INVESCO PLC ("INVESCO"). Shareholders are not being
asked to approve the Merger; rather, they are being asked to continue the
existing investment advisory relationship for the Fund under a new
contract which would take effect at the time of the Merger. Consummation
of the Merger is conditioned on, among other things, shareholder approval
of the new investment advisory contract. The transactions contemplated by
the Merger and the terms of the new investment advisory agreement are
discussed below.
OTHER THAN ITS COMMENCEMENT AND EXPIRATION DATE, THE PROPOSED NEW
ADVISORY AGREEMENT IS IDENTICAL IN FORM AND TERMS TO THE PRESENT
AGREEMENT.
Therefore, shareholders are being asked to approve a new
investment advisory agreement (the "Proposed Agreement") between the Fund
and its investment adviser, INVESCO Trust Company (the "Adviser" or
"ITC"), to replace the existing agreement between the Fund and the Adviser
(the "Current Agreement"). Shareholders are also being asked to elect two
trustees of the Fund and to ratify the selection of the Fund's independent
accountants.
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The following factors should be considered by shareholders in
determining whether to approve the Proposed Agreement:
. The Proposed Agreement was approved by the Trustees,
including the Independent Trustees (as defined below).
. There will be no change in the investment objectives or
policies of the Fund.
. There will be no increase in the fees payable to the
Adviser as a result of the approval and implementation of
the Proposed Agreement.
. No significant changes are contemplated in the personnel
of the Adviser who are responsible for managing the
investments of the Fund.
If the enclosed form of proxy is duly executed and returned in
time to be voted at the Meeting, and not subsequently revoked, all shares
represented by the proxy will be voted in accordance with the instructions
marked thereon. If no instructions are given, such shares will be voted
FOR the nominees for Trustee hereinafter listed and FOR Proposals 1 and 3.
A majority of the shares of the Fund entitled to vote, represented in
person or by proxy, will constitute a quorum at the Meeting.
Shares held by shareholders present in person or represented by
proxy at the Meeting will be counted both for the purpose of determining
the presence of a quorum and for calculating the votes cast on the issues
before the Meeting. An abstention by a shareholder, either by proxy or by
vote in person at the Meeting, has the same effect as a negative vote.
Shares held by a broker or other fiduciary as record owner for the account
of the beneficial owner are counted toward the required quorum if the
beneficial owner has executed and timely delivered the necessary instruc-
tions for the broker to vote the shares or, if the broker or other
fiduciary votes the shares pursuant to applicable stock exchange rules
granting the broker or fiduciary the discretion to vote the beneficial
owner's shares on one or more of the issues before the meeting. Where the
broker or fiduciary does not receive instructions from the beneficial
owner and does not have discretionary voting power as to one or more
issues before the Meeting, but grants a proxy for or votes such shares,
they will be counted toward the required quorum but will have the effect
of a negative vote on any of the proposals on which it does not vote.
Execution of the enclosed proxy will not affect a shareholder's
right to attend the Meeting and vote in person, and a shareholder giving a
proxy has the power to revoke it (by written notice to the Fund at P.O.
Box 173706, Denver, Colorado 80217-3706, execution of a subsequent proxy,
or oral revocation at the Meeting) at any time before it is exercised.
Pursuant to Massachusetts law, shareholders of the Fund will not be
entitled to any rights of appraisal with respect to the matters described
in this Proxy Statement.
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Shareholders of the Fund of record at the close of business on
December 9, 1996 (the "Record Date"), are entitled to vote at the Meeting,
including any adjournment(s) thereof, and are entitled to one vote for
each share, and corresponding fractional votes for fractional shares, on
each matter to be acted upon at the Meeting. On the Record Date,
[____________] shares of the Fund's common stock, $.01 par value per
share, were outstanding.
There were no persons known to own beneficially 5% or more of the
outstanding shares of the Fund on the Record Date. As of such date, the
Trustees and officers of the Fund, as a group, beneficially owned less
than one percent of the outstanding shares of the Fund. [PLEASE CONFIRM].
All costs of printing and mailing proxy materials and the costs
and expenses of holding the Meeting and soliciting proxies will be paid by
INVESCO and not by the Fund or its shareholders.
The Board may seek one or more adjournments of the Meeting to
solicit additional shareholders, if necessary, to obtain a quorum for the
Meeting, or to obtain the required shareholder vote to elect the number of
specified trustees and approve Proposals 1 and 3. An adjournment would
require the affirmative vote of the holders of a majority of the shares
present at the Meeting (or an adjournment thereof) in person or by proxy
and entitled to vote. If adjournment is proposed in order to obtain the
required shareholder vote on a particular proposal, the persons named as
proxies will vote in favor of adjournment those shares which they are
entitled to vote in favor of such proposal and will vote against
adjournment those shares which they are required to vote against such
proposal. A shareholder vote may be taken on one or more of the proposals
discussed herein prior to any such adjournment if sufficient votes have
been received and it is otherwise appropriate.
PROPOSAL 1: Approval of the Proposed Agreement between the Fund and
INVESCO Trust Company.
Background
ITC serves as investment adviser to the Fund pursuant to the
Current Agreement. ITC is a wholly-owned subsidiary of INVESCO Funds
Group, Inc. ("IFG"), an indirect, wholly-owned subsidiary of INVESCO.
INVESCO is a publicly traded holding company organized under the laws of
England in 1935. The ordinary shares of INVESCO, 25 pence nominal value
per share (the "Ordinary Shares"), are traded on the London Stock
Exchange. INVESCO's subsidiaries provide investment advisory services
throughout the world. As of September 30, 1996, the total assets advised
by INVESCO and its subsidiaries were approximately $91.1 billion.
AIM is a holding company that has been engaged in the financial
services business since 1976 and, together with its affiliates, advises or
manages 38 investment company portfolios consisting of the A I M Family of
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Funds[REGISTERED TRADEMARK]. As of October 31, 1996, the total assets of
the investment company portfolios advised or managed by AIM and its
affiliates were approximately $57 billion.
On November 4, 1996, INVESCO and INVESCO Group Services, Inc.
("IGS") entered into an agreement of merger (the "Merger Agreement") with
AIM pursuant to which IGS or another wholly-owned U.S. subsidiary of
INVESCO ("INVESCO Sub") will acquire all the issued and outstanding shares
of AIM capital stock for consideration valued on November 4, 1996 at
approximately $1.6 billion, plus the amount of AIM net income from
September 1, 1996 through the date on which the Merger is consummated (the
"Closing Date"), minus dividends paid during such period and subject to
adjustments for certain balance sheet items and transaction expenses. The
consideration will include 290 million new Ordinary Shares (including
Ordinary Shares issuable in respect of vested and unvested AIM options) of
INVESCO valued on November 4, 1996 at approximately $1.1 billion. The
balance of the consideration will be paid in cash. Upon consummation of
the Merger, the AIM shareholders will own approximately 45% of INVESCO's
total outstanding capital stock on a fully-diluted basis. Thereafter,
INVESCO will change its name to "AMVESCO PLC" (the name of the Adviser
will not change).
The Closing Date is presently expected to occur on or about
February 28, 1997, subject to the satisfaction of conditions to closing
that include, among other things: (a) INVESCO having consummated one or
more financings and having received net proceeds of not less than $500
million; (b) the respective aggregate annualized asset management fees of
INVESCO and AIM (based on assets under management, excluding the effects
of market movements), in respect of which consents to the Merger have been
obtained being equal to or greater than 87.5% of all such fees; (c)
INVESCO and AIM having received certain consents from regulators, lenders
and/or other third parties; (d) AIM not having received from the holder or
holders of more than 2% of the outstanding AIM shares notices that they
intend to exercise dissenters' rights; (e) a Voting Agreement, Standstill
Agreement, Transfer Restriction Agreements, Transfer Administration
Agreement, Registration Rights Agreement, Indemnification Agreement and
employment agreements with approximately thirty AIM employees having been
executed and delivered; (f) AIM having received an opinion from its U.S.
counsel that the Merger will be treated as a tax-free reorganization; and
(g) shareholder resolutions to appoint to INVESCO's board of directors
(the "INVESCO Board") six AIM designees and a resolution of the INVESCO
Board to appoint the seventh AIM designee having been passed and not
revoked.
The Merger Agreement may be terminated at any time prior to the
Closing Date by written notice by AIM or INVESCO to the other after June
1, 1997 or under other circumstances set forth in the Merger Agreement.
In certain circumstances occurring on or before September 30, 1997, a
termination fee will be payable by the party in respect of which such
circumstances have occurred.
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In connection with the Merger, the following agreements, each to
be effective upon the closing of the Merger, have been or will be
executed:
Voting Agreement. Certain AIM shareholders and
their spouses, the current directors of INVESCO and
proposed directors of INVESCO have agreed to vote as
directors and as shareholders to ensure that: (a) the
INVESCO Board will have fifteen members, consisting of
four executive directors and three non-executive
directors designated by INVESCO's current senior
management, four executive directors and three non-
executive directors designated by AIM's current senior
management and a Chairman; (b) the initial Chairman will
be Charles W. Brady (INVESCO's current Chairman) and the
initial Vice Chairman will be Charles T. Bauer (AIM's
current Chairman); and (c) the parties will vote at any
INVESCO shareholder meetings on resolutions (other than
those in respect of the election of directors) supported
by two-thirds of the INVESCO Board in the same proportion
as votes are cast by unaffiliated shareholders. The
Voting Agreement will terminate on the earlier of the
fourth anniversary of the Closing Date or the date on
which a resolution proposed by an INVESCO-designated
board member is approved by the INVESCO Board despite
being voted against by each AIM-designated Board member
present at such INVESCO Board meeting.
Standstill Agreement and Transfer Restriction
Agreements. Certain AIM shareholders and their spouses
and certain significant shareholders of INVESCO have
agreed, under certain circumstances for a maximum period
of five years, not to engage in a number of specified
activities that might result in a change of the ownership
or control positions of INVESCO existing as of the
Closing Date. AIM shareholders and INVESCO's current
chairman will be restricted in their ability to transfer
their shares of INVESCO for a period of up to five years.
If the conditions to the Merger are not met or waived, or if the
Merger Agreement is terminated, the Merger will not be consummated and the
Current Agreement will remain in effect. If the Proposed Agreement is
approved and the Merger is thereafter consummated, the Proposed Agreement
will be executed and become effective on the Closing Date. In the event
that the Proposed Agreement is not approved and the Merger is consummated,
the Board will determine what action to take, which ultimately will be
subject to the approval of shareholders of the Fund.
Under the Merger Agreement, INVESCO and INVESCO Sub have agreed
that it will comply, and use all reasonable efforts to cause compliance on
behalf of its affiliates, with the provisions of Section 15(f) of the
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Investment Company Act of 1940, as amended (the "1940 Act"). Section
15(f) provides, in pertinent part, that an investment adviser of an
investment company and its affiliates may receive any amount or benefit in
connection with a sale of securities of, or a sale of any other interest
in, such investment adviser that results in an "assignment" of an
investment advisory contract as long as two conditions are met. First, no
"unfair burden" may be imposed on the investment company as a result of
the Merger. The term "unfair burden," as defined in the 1940 Act,
includes any arrangement during the two-year period after the transaction
whereby the investment adviser (or predecessor or successor investment
adviser) or any interested person of any such adviser receives or is
entitled to receive any compensation directly or indirectly from the
investment company or its security holders (other than fees for bona fide
investment advisory or other services) or from any person in connection
with the purchase or sale of securities or other property to, from, or on
behalf of the investment company (other than fees for bona fide principal
underwriting services). No such compensation arrangements are
contemplated in connection with the Merger.
The second condition is that, for a period of three years after
the transaction occurs, at least 75% of the members of the board of
trustees of the investment company advised by such adviser are not
"interested persons" (as defined in the 1940 Act) of the new or the old
investment adviser. The Board you are being asked to elect in Proposal
No. 2 below does not meet this 75% requirement. Nevertheless, as more
fully described below under Proposal No. 2, the composition of the Board,
on or prior to the date the Merger is effected, will comply with the 75%
requirement.
INVESCO has advised the Fund that the Merger is not expected to
have a material effect on the operations of the Fund or on its
shareholders. No material change in investment philosophy, policies or
strategies is currently envisioned. The Adviser will, following the
Merger, continue to be an indirect wholly-owned subsidiary of INVESCO.
The Merger Agreement does not, by its terms, contemplate any changes,
other than changes in the ordinary course of business, in the management
or operation of the Adviser relating to the Fund, the personnel managing
the Fund, or other services provided to or other business activities of
the Fund. The Merger also is not expected to result in material changes
in the business, corporate structure or composition of the senior
management or personnel of the Adviser. Based on the foregoing, the
Adviser does not anticipate that the Merger will cause a reduction in the
quality of services now being provided to the Fund, or have any adverse
effect on the Adviser's ability to fulfill its obligations under the
Proposed Agreement or to operate its businesses in a manner consistent
with its current practices.
The Current Agreement, as required by Section 15 of the 1940 Act,
provides for its automatic termination in the event of its assignment.
Any change of control of the Adviser is deemed to be an assignment.
Because INVESCO Ordinary Shares constituting more than 25% of the
outstanding voting securities of INVESCO will be issued to the
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shareholders of AIM, as a result of the Merger, there may be deemed to be
a change in control of INVESCO. Such a change in control would cause an
automatic termination of the Current Agreement under the 1940 Act.
Accordingly, in anticipation of the consummation of the Merger
and in order to ensure continuity of investment advisory services to the
Fund by the Adviser, a new investment advisory agreement between the Fund
and ITC is proposed to be approved by shareholders of the Fund.
The Board, including a majority of those Trustees who are not
"interested persons" of the Fund as such term is defined under the 1940
Act (the "Independent Trustees"), has approved the Proposed Agreement.
Evaluation of the Board of Trustees
At regular or special meetings of the Independent Trustees and of
the Board held on October 14, 15, 28 and 30, and on November 6, 1996, at
each of which a majority of the Independent Trustees were in attendance,
the Trustees present evaluated the Proposed Agreement. The Independent
Trustees had available to them the assistance of outside counsel
throughout the process of determining whether to approve the Proposed
Agreement. Prior to and during the meetings, the Independent Trustees
requested and received all information they deemed necessary to enable
them to determine whether the Proposed Agreement is in the best interests
of the Fund and its shareholders. At the meetings, the Independent
Trustees reviewed materials furnished by Fund management and met with
representatives of INVESCO and with representatives of AIM. They noted
that senior members of the management team of the Adviser will continue to
be responsible for managing the day-to-day affairs of the Adviser. In
evaluating the effect of the Merger, Independent Directors viewed as
significant the fact that the Adviser is expected to continue to provide
to the Fund and its shareholders, after the Merger, investment advisory
services of the same nature and quality as before the Merger. Also, the
Independent Directors considered the possible effects of the Merger on the
Fund.
The Board considered the nature, quality and extent of services
provided and expected to be provided by the Adviser to the Fund. In
addition, the Board discussed and reviewed the terms and provisions of the
Proposed Agreement. The Board specifically noted that, other than the
dates of execution, effectiveness and termination, the terms of the
Proposed Agreement are the same, in all material respects, as the terms of
the Current Agreement. Specifically, the Board noted that the fees and
expenses payable under the Proposed Agreement are identical to the fees
presently in effect under the Current Agreement.
The Board also took note of the terms of the Merger Agreement and
the effect of the addition of the substantial resources of AIM and its
affiliated companies to the INVESCO group, including the reputation,
experience, personnel, resources, financial condition and performance of
A I M Advisors, Inc. The Board considered the statements made by
representatives of INVESCO and AIM that the capabilities of the Adviser
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would not be adversely affected by the Merger and could be enhanced by the
resources of AIM, although there was no assurance of the Adviser obtaining
any particular benefits.
Based upon the Trustees' review and the evaluations of the
materials they received, and in consideration of all factors deemed
relevant to them, the Trustees determined that the Proposed Agreement is
fair, reasonable and in the best interests of the Fund and its
shareholders. ACCORDINGLY, THE BOARD, INCLUDING ALL OF THE INDEPENDENT
TRUSTEES PRESENT AT THE APPLICABLE MEETING, APPROVED THE PROPOSED
AGREEMENT AND VOTED TO RECOMMEND THAT ALL OF THE FUND'S SHAREHOLDERS VOTE
TO APPROVE THE PROPOSED AGREEMENT.
The Proposed Agreement
If shareholders of the Fund approve the Proposed Agreement, the
Proposed Agreement will become effective immediately after the closing of
the Merger. This summary of the Proposed Agreement is qualified in its
entirety by reference to the form of such agreement attached to this Proxy
Statement as Exhibit A.
The Proposed Agreement will remain in effect, unless earlier
terminated, for an initial term expiring two years from the Closing Date.
As previously discussed, the sole purpose of entering into the Proposed
Agreement is to enable ITC to continue to serve as the investment adviser
to the Fund after termination of the Current Agreement by virtue of the
"assignment" of such agreement that could result from the Merger. THE
MATERIAL TERMS AND PROVISIONS OF THE PROPOSED AGREEMENT, OTHER THAN
EFFECTIVE AND TERMINATION DATES, ARE THE SAME, IN ALL SUBSTANTIVE
RESPECTS, AS THOSE OF THE CURRENT AGREEMENT, WHICH IS SUMMARIZED BELOW.
The Current Agreement
The Current Agreement, dated January 15, 1992, was unanimously
approved on December 5, 1991, by a vote cast in person by a majority of
the Fund's Trustees, including a majority of the Independent Trustees. On
___________, 1992, such agreement was approved by a majority of the
outstanding voting securities of the Fund, for an initial term expiring
two years from January 15, 1992. The continuation of the Current
Agreement until October 31, 1997, was approved by the Trustees, including
a majority of the Independent Trustees, at a meeting of the Trustees held
on October 30, 1996, called for the purpose of approving the Current
Agreement.
The Current Agreement may be continued from year to year as long
as each such continuance is approved at least annually by the Board, or by
a vote of the holders of a majority of the then-outstanding voting
securities (as defined below under "Vote Required") of the Fund. Any such
continuance also must be approved by a majority of the Independent
Trustees of the Fund at a meeting called for the purpose of voting on such
continuance. Upon sixty (60) days' written notice, the Current Agreement
may be terminated at any time without penalty by the Board or by a
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majority of the then-outstanding voting securities of the Fund, or by ITC.
As discussed earlier, the Current Agreement terminates automatically in
the event of its "assignment" under the 1940 Act.
The Current Agreement provides that the Adviser shall (either
directly or by delegation to a sub-adviser) maintain a continuous
investment program for the Fund that is consistent with the Fund's
investment objectives and policies as set forth in the Fund's registration
statement (the "Registration Statement") and prospectus of the Fund (the
"Prospectus") as in effect from time to time under the 1940 Act and the
Securities Act of 1933, as amended. In the performance of such duties,
the Adviser shall, among other things: (i) manage the investment and
reinvestment of the assets of the Fund; (ii) determine what securities are
to be purchased or sold for the Fund and place, or arrange for the
placement of, all orders for such transactions; (iii) furnish the Fund
with investment analysis and research, reviews of current economic
conditions and trends and considerations respecting long-range investment
policies; (iv) make recommendations as to the manner in which rights
pertaining to the Fund's portfolio securities should be exercised;
(v) prepare proxy materials for meetings of the Fund's shareholders and
such other registrations and reports required by the federal securities
laws; (vi) furnish adequate office space, equipment and facilities; (vii)
compile and maintain the Fund's records respecting the Fund's operations
(other than such books and records maintained by IFG under the terms of
the Fund's Administration Agreement); and (viii) prepare periodic
shareholder reports (other than those required on Form N-SAR (or such
other form as the Securities and Exchange Commission (the "SEC") may
substitute therefor). Except to the extent assumed by ITC under the
Current Agreement or required by law, expenses incurred in connection with
the operation and organization of the Fund are borne by the Fund.
As full compensation for its advisory services to the Fund, ITC
receives a monthly fee computed at an annual rate of 1.00% of the Fund's
ending weekly assets. For the fiscal year ended October 31, 1996, the
Fund paid ITC total advisory fees of $4,549,633. The net assets of the
Fund totaled $455,842,291 at October 31, 1996.
The Current Agreement provides that ITC shall not be liable for
any error of judgment, mistake of law, any loss suffered by the Fund in
connection with matters relating to the Agreement, except a loss resulting
from wilful misfeasance, bad faith, gross negligence or reckless disregard
of its obligations under such agreement, or except a loss resulting from a
breach of fiduciary duty with respect to receipt of compensation for
services.
Information Concerning Adviser and Affiliated Companies
ITC, a Colorado trust company incorporated in 1969, serves as the
Fund's investment adviser. ITC is a wholly-owned subsidiary of IFG, 7800
East Union Avenue, Denver, Colorado 80237. IFG is an indirect wholly-
9
<PAGE>
owned subsidiary of INVESCO.1 The corporate headquarters of INVESCO are
located at 11 Devonshire Square, London EC2M 4YR, England. ITC's offices
are located at 7800 East Union Avenue, Denver, Colorado 80237. ITC also
serves as investment adviser or sub-adviser to 47 investment portfolios as
of October 31, 1996, including 27 portfolios in the INVESCO group. These
47 portfolios had aggregate assets of approximately $12.5 billion as of
October 31, 1996. Exhibit B to this Proxy Statement includes a list of
investment companies, including the Fund, for which the Adviser provides
advisory services and which have similar investment objectives to that of
the Fund, and sets forth the net assets of and advisory fees payable by
such companies.
The principal executive officer and directors of ITC and their
principal occupations are:
R. Dalton Sim, President, Chief Executive Officer and Director;
Frank M. Bishop, Director, also, President and Chief Operating Officer of
INVESCO, Inc.; Samuel T. DeKinder, Director, also, Institutional Marketing
Manager of INVESCO North America; and Dan J. Hesser, Director, also,
President, Chief Executive Officer and Director of INVESCO Funds Group,
Inc.
The address of Messrs. Bishop and DeKinder is 1315 Peachtree
Street, N.E., Atlanta, Georgia 30309. The address of Messrs. Hesser and
Sim is 7800 East Union Avenue, Denver, Colorado 80237.
INVESCO Funds Group, Inc. serves as the Fund's Administrator.
Once the Merger is consummated and the Proposed Agreement is
approved, ITC fully intends to continue to provide the same level, quality
and nature of advisory services to the Fund.
Vote Required
As provided under the 1940 Act, approval of the Proposed
Agreement will require the affirmative vote of a majority of the
outstanding shares of the Fund. Such a majority is defined in the 1940
Act as the lesser of: (a) 67% or more of the shares present at such
meeting, if the holders of more than 50% of the outstanding shares of the
Fund are present or represented by proxy, or (b) more than 50% of the
total outstanding shares of the Fund.
THE TRUSTEES, INCLUDING A MAJORITY OF THE INDEPENDENT TRUSTEES, RECOMMEND
THAT ALL OF THE FUND'S SHAREHOLDERS VOTE TO APPROVE THE PROPOSED AGREEMENT
BETWEEN THE FUND AND ITC.
1 The intermediary companies between IFG and INVESCO are as
follows: INVESCO North American Holdings, Inc., INVESCO, Inc., INVESCO
Group Services, Inc. and INVESCO North American Group, Ltd., each of which
is wholly-owned by its immediate parent.
10
<PAGE>
PROPOSAL 2: Election of Trustees of the Fund
The Fund currently has seven Trustees, divided into three
classes, with three Trustees in Class A, two Trustees in Class B and two
Trustees in Class C. Class A Trustees' terms will expire at the annual
meeting of shareholders to be held in 1999; Class B Trustees' terms will
expire at the annual meeting of shareholders to be held in 1998; and Class
C Trustees' terms will expire at the Meeting to be held on January 31,
1997.
At the Meeting, the Class C Trustees are to be elected to hold
office until the 2000 annual meeting of shareholders and until their
successors are elected and qualified. Both of the nominees, Hubert L.
Harris, Jr. and John W. McIntyre, have consented to being named in this
Proxy Statement and to serve, if reelected, and no circumstances now known
will prevent any of the nominees from serving. If either nominee should
be unable or unwilling to serve, the proxy will be voted for a substitute
nominee proposed by the present Trustees or, in the case of an Independent
Trustee nominee, by the Independent Trustees.
Information concerning the Trustees of the Fund is set forth
below:
<TABLE>
<CAPTION>
Number of Fund
Trustee or Shares
Executive Beneficially Owned
Position, if Any, with the Fund, Principal Officer of Directly or
Occupation and Business Experience (during the Fund Indirectly on
Name and Age past five years)1 Since Dec. 9, 1996(3)
------------ ----------------------------------------- ---------- -----------------
<S> <C> <C> <C>
Class A
Charles W. Brady* Chief Executive Officer and Director of 1991
Age 61 INVESCO and of various subsidiaries
thereof; Chairman of the Board of the Fund,
the INVESCO Funds, INVESCO Advisor Funds,
Inc. (the "Advisor Funds") and INVESCO
Treasurer's Series Trust (the "Treasurer's
Series Trust") (registered open-end
management investment companies).
11
<PAGE>
Number of Fund
Trustee or Shares
Executive Beneficially Owned
Position, if Any, with the Fund, Principal Officer of Directly or
Occupation and Business Experience (during the Fund Indirectly on
Name and Age past five years)1 Since Dec. 9, 1996(3)
------------ ----------------------------------------- ---------- -----------------
Fred A. Deering2 Trustee of the Fund. Vice Chairman of the 1992
Age 68 Board of the INVESCO Funds, Advisor Funds
and Treasurer's Series Trust; formerly,
Chairman of the Executive Committee and
Chairman of the Board of Directors of
Security Life of Denver Insurance Company,
Denver Colorado; Director of ING America
Life Insurance Company, Urbaine Life
Insurance Company and Midwestern United
Life Insurance Company.
A. D. Frazier, Jr.* 2 Trustee of the Fund. Executive Vice 1994
Age 52 President of INVESCO. From 1991 to 1996,
Senior Executive Vice President and Chief
Operating Officer of the Atlanta Committee
for the Olympic Games; Director of Charter
Medical Corp.
Class B
Dan J. Hesser* President of the Fund. Director of the 1991
Age 56 INVESCO Funds; Chairman of the Board,
President and Chief Executive Officer of
IFG and Director of ITC.
Larry Soll, Ph.D.2 Retired. Formerly, Chairman of the Board 1991
Age 53 (1987 to 1994), Chief Executive Officer
(1982 to 1989; 1993 to 1994) and President
(1982 to 1989) of Synergen Corp. (a
biotechnology company), Boulder, Colorado.
Director of Synergen since its
incorporation in 1982. Director of ISI
Pharmaceuticals, Inc. and Immulogic
Pharmaceutical Corp.
Class C
Hubert L. Harris, Jr.* President and Trustee of the Fund. Chief 1996
Age 53 Executive Officer of INVESCO Individual
Services Group; Chairman of the Board and
Chief Executive Officer of INVESCO
Services, Inc. and Advisor Funds.
12
<PAGE>
Number of Fund
Trustee or Shares
Executive Beneficially Owned
Position, if Any, with the Fund, Principal Officer of Directly or
Occupation and Business Experience (during the Fund Indirectly on
Name and Age past five years)1 Since Dec. 9, 1996(3)
------------ ----------------------------------------- ---------- -----------------
John W. McIntyre2 Retired. Formerly, Vice Chairman of the 1991
Age 66 Board of Directors of The Citizens and
Southern Corporation and Chairman of the
Board and Chief Executive Officer of The
Citizens and Southern Georgia Corp. and
Citizens and Southern National Bank;
Director of the INVESCO Funds, Advisor
Funds and Golden Poultry Co. Inc.; Trustee
of Treasurer's Series Trust and Gables
Residential Trust.
</TABLE>
1 As used in this Proxy Statement, the term "INVESCO Funds" refers
to the 14 mutual funds, consisting of 39 separate portfolios,
managed and distributed by IFG. ITC, the adviser to the Fund,
serves as sub-adviser to 27 of these portfolios.
2 Member of the Audit Committee.
3 As interpreted by the Securities and Exchange Commission, a
security is beneficially owned by a person if that person has or
shares voting power or investment power with respect to the
security. The persons listed have some voting and investment
power with respect to their respective Fund shares.
* Because of his affiliation with INVESCO, the Fund's investment
adviser or companies affiliated with INVESCO, this individual is
deemed to be an "interested person" of the Fund as that term is
defined in the 1940 Act.
As discussed above under Proposal No. 1, the terms of the Merger
Agreement require that immediately after the Merger is effected, 75% of
the members of the Board not be "interested persons" of the Fund, as that
term is defined in the 1940 Act. As noted above, three of the current
Trustees (43%) are Independent Trustees. Thus, the composition of the
Board you are being asked to elect would not meet the 75% requirement.
Therefore, prior to the closing of the Merger, it is the current intention
that a sufficient number of "interested" Trustees would resign from the
Board so that the Board would be in compliance with the 75% requirement at
the time the Merger is effected. However, it would also be possible to
comply with Section 15(f) if the Independent Directors then serving were
13
<PAGE>
to determine to increase the number of "disinterested" Directors by
nominating and electing a sufficient number of additional Independent
Directors, either before or after the closing of the Merger. If that were
to happen, fewer, if any, "interested" Directors would be required to
resign, or any that had resigned could be re-elected by the Directors then
serving so long as the 75% requirement continued to be met.
The only committees of the Trustees are the audit committee and
the compensation committee. The Fund does not have a compensation
committee or a nominating committee. The audit committee, consisting of
four Independent Trustees, meets periodically with the Fund's independent
accountants and the executive officers of the Fund. This committee
reviews the accounting principles being applied by the Fund's financial
reporting, the scope and adequacy of internal controls, the scope of the
audit and non-audit assignments of the independent accountants, and the
related fees. All of the recommendations of the audit committee are
reported to the Trustees. During the year ended October 31, 1996, the
Trustees met three times and the audit committee met two times. During
the Fund's last fiscal year ended October 31, 1996, each Trustee nominee
attended seventy-five percent or more of the aggregate of the Board
meetings and meetings of the committees of the Board on which he served,
with the exception of Messrs. Brady and Soll who attended 95.8% of the
aggregate of such meetings and Mr. Frazier who attended 87.5% of the
aggregate of such meetings.
The following table sets forth, for the fiscal year ended
October 31, 1996, the compensation paid by the Fund to its three current
Independent Trustees (and to Mr. Frazier, for the period before he became
employed by INVESCO and, therefore, became an "interested person" of the
Fund) for services rendered in their capacities as Trustees of the Fund.
In addition, the following table sets forth the total compensation paid by
the Fund, the INVESCO Funds, INVESCO Advisor Funds, Inc. and INVESCO
Treasurer's Series Trust (collectively, the "INVESCO Fund Complex")
(48 funds in total) to these Trustees for services rendered in their
capacities as directors or trustees during the year ended December 31,
1995.
14
<PAGE>
Total Compensation From
Aggregate Compensation INVESCO Fund Complex
Name From the Fund Paid to Trustees
----------- ---------------------- -----------------------
Fred A. Deering 11,000 87,350
A. D. Frazier, Jr. 9,500 63,500
John W. McIntyre 11,000 67,850
Larry Soll, Ph.D. 10,500 11,000
TOTAL 42,000 229,700
% OF NET ASSETS 0.0092%1 0.017%2
1 Total as a percentage of the Fund's net assets as of October 31,
1996.
2 Total as a percentage of the net assets of the INVESCO Fund
Complex as of December 31, 1995.
Messrs. Brady, Harris, Hesser and, as of November 1, 1996,
Frazier as "interested persons" of the Fund and any of the other funds in
the INVESCO Fund Complex, receive compensation as officers and employees
of ITC or its affiliated companies, and do not receive any trustee's fees
or other compensation from the Fund or the other funds in the INVESCO Fund
Complex for their service as directors or trustees.
The Fund has no stock option or pension or retirement plans for
management or other personnel, and pays no compensation to any of its
officers.
The Fund's officers and Trustees, persons who are beneficial
owners of more than 10% of the Fund's shares, and certain persons
affiliated with ITC are required to file reports of their holdings and
transactions in Fund's shares with the SEC and the New York Stock
Exchange, and to furnish the Fund with copies of those reports. Based
solely upon its review of the copies it has received and upon written
representations it has obtained from these persons, the Fund believes that
during the fiscal year ended October 31, 1996, these persons have complied
with all such filing requirements.
Vote Required
The Trustees will be elected by the affirmative vote of a
majority of the shares present at the Meeting in person or by proxy and
entitled to vote, provided a quorum is present.
THE BOARD OF TRUSTEES RECOMMENDS THAT THE FUND'S SHAREHOLDERS VOTE TO
RE-ELECT MESSRS. HARRIS AND MCINTYRE AS TRUSTEES OF THE FUND.
15
<PAGE>
PROPOSAL 3: Ratification or Rejection of Selection of Independent
Accountants
The Trustees including a majority of its Independent Trustees,
have selected Price Waterhouse LLP to continue to serve as independent
accountants of the Fund for the fiscal year ending October 31, 1997,
subject to ratification by the Fund's shareholders. This firm has no
direct financial interest or material indirect financial interest in the
Fund. Representatives of this firm are not expected to attend the
Meeting, but have been given the opportunity to make a statement if they
so desire, and will be available should any matter arise requiring their
presence.
The following summarizes Price Waterhouse LLP's audit services
for the fiscal year ended October 31, 1996: audit of annual financial
statements; preparation of the Fund's federal and state income tax
returns; preparation of the Fund's federal excise tax return; consultation
with the Fund's audit committee; and routine consultation on financial
accounting and reporting matters.
The Board authorized all services performed by Price Waterhouse
LLP on behalf of the Fund. In addition, the Board annually reviews the
scope of services to be provided by Price Waterhouse LLP and considers the
effect, if any, that performance of any non-audit services might have on
audit independence.
An audit committee, consisting of three Independent Trustees,
meets periodically with the Fund's independent accountants to review
accounting and reporting requirements.
Vote Required
The ratification of the selection of the independent accountants
must be approved by a majority of the shares present at the Meeting in
person or by proxy and entitled to vote, provided a quorum is present.
THE BOARD OF TRUSTEES RECOMMENDS THAT THE FUND'S SHAREHOLDERS
VOTE IN FAVOR OF PROPOSAL 3.
OTHER BUSINESS
The management of the Fund has no business to bring before the
Meeting other than the matters described above. Should any other business
be presented at the Meeting, it is the intention of the persons named in
the accompanying proxy to vote on such matters in accordance with their
best judgment.
16
<PAGE>
SHAREHOLDER PROPOSALS
Proposals of shareholders which may be properly included in the
proxy solicitation material for the 1998 annual meeting of the
shareholders of the Fund must be received by the Secretary of the Fund,
7800 East Union Avenue, Denver, Colorado 80237, no later than August 26,
1997. The Fund has not received any shareholder proposals to be presented
at this Meeting.
By Order of the Board of Trustees,
Glen A. Payne
Secretary
December 26, 1996
17
<PAGE>
EXHIBIT A
---------
INVESTMENT ADVISORY AGREEMENT
THIS AGREEMENT is made this 28th day of February, 1997, in
Denver, Colorado, by and between INVESCO Trust Company (the "Adviser"), a
Colorado Trust, and The Global Health Sciences Fund, a Massachusetts
Business Trust (the "Fund").
W I T N E S S E T H :
WHEREAS, the Fund is organized as a Massachusetts Business Trust;
and
WHEREAS, the Fund is registered under the Investment Company
Act of 1940, as amended (the "1940 Act"), as a diversified, closed end
management investment company and currently has one class of shares (the
"Shares"); and
WHEREAS, the Fund desires that the Adviser manage its investment
operations and provide certain other services, and the Adviser desires to
manage said operations and to provide such other services;
NOW, THEREFORE, in consideration of these premises and of the
mutual covenants and agreements hereinafter contained, the parties hereto
agree as follows:
1. Investment Management Services.
(a) The Adviser hereby agrees to manage the
investment operations of the Fund, subject to the
terms of this Agreement and to the supervision of
the Fund's board of trustees (the "Trustees").
The Adviser agrees to perform, or arrange for the
performance of, the following specific services
for the Fund:
(i) to manage the investment and
reinvestment of all the assets, now or
hereafter acquired, of the Fund, and to
execute all purchases and sales of
portfolio securities;
(ii) to maintain a continuous investment
program for the Fund, consistent with
(A) the Fund's investment policies as
set forth in the Fund's Declaration of
Trust, By Laws and Registration
Statement under the 1940 Act and the
Securities Act of 1933 and (B) the
Fund's status as a regulated investment
company under the Internal Revenue Code
of 1886, as amended;
18
<PAGE>
(iii) to determine what securities are to be
purchased or sold for the Fund, unless
otherwise directed by the Trustees, and
to execute transactions accordingly;
(iv) to provide to the Fund the benefit of
all of the investment analysis and
research, the reviews of current
economic conditions and of trends, and
the consideration of long range
investment policy now or hereafter
generally available to investment
advisory customers of the Adviser;
(v) to determine what portion of the Fund
should be invested in the various types
of securities authorized for purchase by
the Fund;
(vi) to make recommendations as to the manner
in which voting rights, rights to
consent to Fund action and any other
rights pertaining to the Fund's
securities shall be exercised; and
(vii) to prepare proxy materials for meetings
of the Fund's shareholders and such
registrations and reports as may be
required by federal securities laws.
(b) With respect to execution of transactions for the
Fund, the Adviser is authorized to employ such
brokers or dealers as may, in the Adviser's best
judgment, implement the policy of the Fund to
obtain prompt and reliable execution at the most
favorable price obtainable. In assigning an
execution or negotiating the commission to be
paid therefor, the Adviser is authorized to
consider the full range and quality of a broker's
services which benefit the Fund, including but
not limited to research and analytical
capabilities, reliability of performance, and
financial soundness and responsibility. Research
services prepared and furnished by brokers
through which the Adviser effects securities
transactions on behalf of the Fund may be used by
the Adviser in servicing all of its accounts, and
not all such services may be used by the Adviser
in connection with the Fund. In the selection of
a broker or dealer for execution of any
negotiated transaction, the Adviser shall have no
duty or obligation to seek advance competitive
bidding for the most favorable negotiated
commission rate for such transaction, or to
select any broker solely on the basis of its
<PAGE>
purported or "posted" commission rate for such
transaction, provided, however, that the Adviser
shall consider such "posted" commission rates, if
any, together with any other information
available at the time as to the level of
commissions known to be charged on comparable
transactions by other qualified brokerage firms,
as well as all other relevant factors and
circumstances, including the size of any
contemporaneous market in such securities, the
importance to the Fund of speed, efficiency, and
confidentiality of execution, the execution
capabilities required by the circumstances of the
particular transactions, and the apparent
knowledge or familiarity with sources from or to
whom such securities may be purchased or sold.
Where the commission rate reflects services,
reliability and other relevant factors in
addition to the cost of execution, the Adviser
shall have the burden of demonstrating that such
expenditures were bona fide and for the benefit
of the Fund.
2. Fund Administration and Allocation of Expenses. The
Adviser shall at its expense provide all executive,
administrative and clerical personnel as shall be
required to provide effective administration for the
Fund, except such services, facilities and personnel as
the Fund shall obtain pursuant to the Administration
Agreement annexed hereto as Exhibit A. Services to be
provided by the Adviser hereunder shall include the
compilation and maintenance of such records with respect
to the Fund's operations as may reasonably be required,
other than such books and records to be maintained by
Mitchell Hutchins Asset Management Inc. under the terms
of the Administration Agreement; the preparation and
filing of such reports with respect thereto as shall be
required by the Securities and Exchange Commission (the
"SEC") and periodic reports with respect to its
operations for the shareholders of the Fund except
required reports to shareholders and Form N-SAR (or such
other form as the SEC may substitute therefor);
preparation of proxy materials for meetings of the Fund
shareholders; and the preparation of such registrations
and reports as may be required by federal securities
laws. The Adviser shall, at its own cost and expense,
also provide the Fund with adequate office space,
facilities and equipment. All other costs and expenses
not expressly assumed by the Adviser under this Agreement
shall be paid by the Fund, including, but not limited to
(i) interest and taxes, including issue and transfer
taxes, incurred by or levied on the Fund; (ii) insurance
premiums for fidelity and other coverage requisite to its
operations; (iii) compensation and expenses of its
Trustees other than those associated or affiliated with
the Adviser; (iv) legal and audit expenses; (v)
custodian, dividend paying agent, registrar and transfer
<PAGE>
agent fees and expenses (including charges and expenses
of the Fund's Dividend Reinvestment Plan Agent) and
brokerage commissions, if any; (vi) fees and expenses,
other than as hereinabove provided, incident to the
registration, under Federal law, of shares of the Fund
for public sale; (vii) except as noted above, all other
expenses incidental to holding meetings of the Fund's
shareholders; (viii) payments under the Fund's
Administration Agreement; (ix) fees and expenses of
listing and maintaining the listing of the Fund's shares
on any national securities exchange; (x) cost of
certificates representing the Fund's shares; and (xi)
such non-recurring expenses as may arise, including
litigation affecting the Fund and the legal obligation
that the Fund may have to indemnity its officers and
Trustees with respect thereto.
3. Use of Affiliated Companies. In connection with the
rendering of the services required to be provided by the
Adviser under this Agreement, the Adviser may, to the
extent it deems appropriate and subject to compliance
with the requirements of applicable laws and regulations,
and upon receipt of written approval of the Fund, make
use of its affiliated companies and their employees;
provided that the Adviser shall supervise and remain
fully responsible for all such services in accordance
with and to the extent provided by this Agreement and
that all costs and expenses associated with the providing
of services by any such companies or employees and
required by this Agreement to be borne by the Adviser
shall be borne by the Adviser or its affiliated
companies.
4. Compensation of the Adviser. For the services to be
rendered and the charges and expenses to be assumed by
the Adviser hereunder, the Fund shall pay to the Adviser
a monthly fee at an annual rate of 1.00% of the Fund's
ending weekly net assets. The fee provided for hereunder
shall be prorated in any month in which this Agreement is
not in effect for the entire month.
5. Avoidance of Inconsistent Positions and Compliance with
Laws. In connection with purchases or sales of securities
for the investment portfolio of the Fund, neither the
Adviser nor its officers or employees will act as a
principal or agent for any party other than the Fund or
receive any commissions. The Adviser will comply with all
applicable laws in acting hereunder including, without
limitation, the 1940 Act; the Investment Advisers Act of
1940, as amended; and all rules and regulations duly
promulgated under the foregoing.
6. Duration and Termination. This Agreement shall become
effective as of the date it is approved by a majority of
the outstanding voting securities of the Fund, and unless
sooner terminated as hereinafter provided, shall remain
in force for an initial term ending two years from the
<PAGE>
date of execution, and from year to year thereafter, but
only as long as such continuance is specifically approved
at least annually (i) by a vote of a majority of the
outstanding voting securities of the Fund or by the
Trustees, and (ii) by a majority of the Trustees who are
not interested persons of the Adviser or the Fund by
votes cast in person at a meeting called for the purpose
of voting on such approval.
This Agreement may, on 60 days' prior written notice, be
terminated without the payment of any penalty, by the
Trustees, or by the vote of a majority of the outstanding
voting securities of the Fund, as the case may be, or by
the Adviser. This Agreement shall immediately terminate
in the event of its assignment, unless an order is issued
by the Securities and Exchange Commission conditionally
or unconditionally exempting such assignment from the
provisions of Section 15(a) of the 1940 Act, in which
event this Agreement shall remain in full force and
effect subject to the terms and provisions of said order.
In interpreting the provisions of this paragraph 6, the
definitions contained in Section 2(a) of the 1940 Act and
the applicable rules under the 1940 Act (particularly the
definitions of "interested person", "assignment" and
"vote of a majority of the outstanding voting
securities") shall be applied.
The Adviser agrees to furnish to the Trustees such
information on an annual basis as may reasonably be
necessary to evaluate the terms of this Agreement.
Termination of this Agreement shall not affect the right
of the Adviser to receive payments on any unpaid balance
of the compensation described in paragraph 4 earned prior
to such termination.
7. Non Exclusive Services. The Adviser shall, during the
term of this Agreement, be entitled to render investment
advisory services to others, including, without
limitation, other investment companies with similar
objectives to those of the Fund. The Adviser may, when it
deems such to be advisable, aggregate orders for its
other customers together with any securities of the same
type to be sold or purchased for the Fund in order to
obtain best execution and lower brokerage commissions. In
such event, the Adviser shall allocate the shares so
purchased or sold, as well as the expenses incurred in
the transaction, in the manner it considers to be most
equitable and consistent with its fiduciary obligations
to the Fund and the Adviser's other customers.
8. Liability of the Adviser.
(a) The Adviser shall not be liable for any act or
omission, error of judgment or mistake of law, or
for any loss suffered by the Fund in connection
with matters relating to this Agreement, except a
<PAGE>
loss resulting from willful misfeasance, bad
faith, gross negligence of the Adviser in the
performance of, or from reckless disregard of,
its obligations and duties under this Agreement,
or except a loss resulting from breach of
fiduciary duty with respect to receipt of
compensation for services (in which case any
award of damages shall be limited to the period
and amount set forth in Section 36(b)(3) of the
1940 Act).
(b) A copy of the Declaration of Trust of the Fund is
on file with the Secretary of the State of
Massachusetts, and notice is hereby given that
this Agreement is not executed on behalf of the
Trustees of the Fund as individuals, and the
obligations of this agreement are not binding
upon any of the Trustees, officers, shareholders
or partners of the Fund individually, but are
binding only upon the assets and property of the
Fund.
The Adviser agrees that no shareholder, Trustee,
officer or partner of the Fund may be held
personally liable or responsible for any
obligations of the Fund arising out of this
Agreement. With respect to obligations of the
Fund arising out of this Agreement, the Adviser
shall look for payment or satisfaction of any
claim solely to the assets and property of the
Fund.
9. Miscellaneous Provisions.
Notice. Any notice under this Agreement shall be in
writing, addressed and delivered or mailed, postage
prepaid, to the other party at such address as such other
party may designate for the receipt of such notice.
Amendments Hereof. No provision of this Agreement may be
orally changed or discharged, but may only be modified by
an instrument in writing signed by the Fund and the
Adviser. In addition, no amendment to this Agreement
shall be effective unless approved by (i) the vote of a
majority of the Trustees, including a majority of the
Trustees who are not parties to this Agreement or
interested persons of any such party cast in person at a
meeting called for the purpose of voting on such
amendment, and (ii) the vote of a majority of the
outstanding voting securities of the Fund (other than an
amendment which can be effective without shareholder
approval under applicable law).
Severability. Each provision of this Agreement is
intended to be severable. If any provision of this
Agreement shall be held illegal or made invalid by a
court decision, statute, rule or otherwise, such
<PAGE>
illegality or invalidity shall not affect the validity or
enforceability of the remainder of this Agreement.
Headings. The headings in this Agreement are inserted for
convenience and identification only and are in no way
intended to describe, interpret, define or limit the
size, extent or intent of this Agreement or any provision
hereof.
Applicable Law. This Agreement construed in accordance
with the laws of the State of Colorado. To the extent
that the applicable laws of the State of Colorado, or any
of the provisions herein, conflict with applicable
provisions of the 1940 Act, the latter shall control.
IN WITNESS WHEREOF, the Adviser and the Fund each has caused this
Agreement to be duly executed on its behalf by an officer thereunto duly
authorized, the day and year first above written.
INVESCO TRUST COMPANY
ATTEST:
By:
Name: R. Dalton Sim
Title: President
Glen A. Payne, Secretary
THE GLOBAL HEALTH SCIENCES FUND
ATTEST:
By:
Name: Hubert L. Harris, Jr.
Title: President
Glen A. Payne, Secretary
<PAGE>
EXHIBIT B
---------
Funds Advised by the Adviser or the Sub-Advisers with Similar Investment
Objectives and Strategies to those of the Company;
Growth & Value Funds
<TABLE>
<CAPTION>
Growth & Value 1940 Act Adviser Sub-Adviser Advisory Fee Rate Sub-Advisory Fee Net Assets
Funds Objective (based on average Rate (based on (at October
net assets) average net 31, 1996)
assets)
<S> <C> <C> <C> <C> <C> <C>
Value Equity Capital INVESCO INVESCO .75% of the first .20% of the first
Appreciation Funds Group, Capital $500 million; .65% $500 million; .17%
and Income Inc. Management of the next $500 of the next $500
million; .50% over million; .13% over
$1 billion $1 billion
Growth Fund Long-Term INVESCO INVESCO .60% of the first .25% of the first
Capital Funds Group, Trust $350 million; .55% $200 million; .20%
Growth; Inc. Company of the next $350 over $200 million
Current million; .50% over
Income $700 million
Secondary
Dynamics Fund Capital INVESCO INVESCO .60% of the first .25% of the first
Appreciation Funds Group, Trust $350 million; .55% $200 million; .20%
Inc. Company of the next $350 over $200 million
million; .50% over
$700 million
Emerging Long-Term INVESCO INVESCO .75% of the first .25% of the first
Growth Fund* Capital Funds Group, Trust $350 million; .65% $200 million; .20%
Growth Inc. Company of the next $350 over $200 million
million; .55% over
$700 milllion
Small Company Long-Term INVESCO INVESCO .75% .375%
Fund* Capital Funds Group, Management
Growth Inc. & Research
Equity Capital INVESCO INVESCO .75% .20% 134,188,186
Portfolio Appreciation Services, Management
and Income Inc. & Research
* Indicates whether fee has been waived or absorbed during the Fund's past fiscal year.
</TABLE>
<PAGE>
EXHIBIT B
---------
Funds Advised by the Adviser or the Sub-Advisers with Similar Investment
Objectives and Strategies to those of the Company;
Sector Funds
<TABLE>
<CAPTION>
Sector Funds 1940 Act Adviser Sub-Adviser Advisory Fee Sub-Advisory Net Assets
Objective Rate (based on Fee Rate (at October
average net (based on 31, 1996)
assets) average net
assets)
<S> <C> <C> <C> <C> <C> <C>
Energy Portfolio Capital INVESCO Funds INVESCO .75% of the .25% of the
Appreciation Group, Inc. Trust first $350 first $200
Company million; .65% million; .20%
of the next over $200
$350 million; million
.55% over $700
million
Environmental Capital INVESCO Funds INVESCO .75% of the .25% of the
Services Portfolio Appreciation Group, Inc. Trust first $350 first $200
Company million; .65% million; .20%
of the next over $200
$350 million; million
.55% over $700
million
Financial Services Capital INVESCO Funds INVESCO .75% of the .25% of the
Portfolio Appreciation Group, Inc. Trust first $350 first $200
Company million; .65% million; .20%
of the next over $200
$350 million; million
.55% over $700
million
Gold Portfolio Capital INVESCO Funds INVESCO .75% of the .25% of the
Appreciation Group, Inc. Trust first $350 first $200
Company million; .65% million; .20%
of the next over $200
$350 million; million
.55% over $700
million
<PAGE>
EXHIBIT B
---------
Funds Advised by the Adviser or the Sub-Advisers with Similar Investment
Objectives and Strategies to those of the Company;
Sector Funds
Sector Funds 1940 Act Adviser Sub-Adviser Advisory Fee Sub-Advisory Net Assets
Objective Rate (based on Fee Rate (at October
average net (based on 31, 1996)
assets) average net
assets)
Health Sciences Capital INVESCO Funds INVESCO .75% of the .25% of the
Portfolio Appreciation Group, Inc. Trust first $350 first $200
Company million; .65% million; .20%
of the next over $200
$350 million; million
.55% over $700
million
Leisure Portfolio Capital INVESCO Funds INVESCO .75% of the .25% of the
Appreciation Group, Inc. Trust first $350 first $200
Company million; .65% million; .20%
of the next over $200
$350 million; million
.55% over $700
million
Technology Capital INVESCO Funds INVESCO .75% of the .25% of the
Portfolio Appreciation Group, Inc. Trust first $350 first $200
Company million; .65% million; .20%
of the next over $200
$350 million; million
.55% over $700
million
Worldwide Capital Capital INVESCO Funds INVESCO .65% of the .325% of the
Goods Fund* Appreciation Group, Inc. Trust first $500 first $500
Company million; .55% million; .275%
of the next of the next
$500 million; $500 million;
.45% over $1 .225% over $1
billion billion
Worldwide Capital INVESCO Funds INVESCO .65% of the .325% of the
Communications Fund Appreciation Group, Inc. Trust first $500 first $500
and Income Company million; .55% million; .275%
of the next of the next
$500 million; $500 million;
.45% over $1 .225% over $1
billion billion
<PAGE>
EXHIBIT B
---------
Funds Advised by the Adviser or the Sub-Advisers with Similar Investment
Objectives and Strategies to those of the Company;
Sector Funds
Sector Funds 1940 Act Adviser Sub-Adviser Advisory Fee Sub-Advisory Net Assets
Objective Rate (based on Fee Rate (at October
average net (based on 31, 1996)
assets) average net
assets)
Real Estate Capital INVESCO INVESCO .90% .35% of the 15,293,490
Portfolio Appreciation Services, Inc. Realty first $100
and Income Advisers, million; .25%
Inc. over $100
million
Global Health Capital INVESCO Trust None 1.0% N/A
Sciences Fund ** Appreciation Company, Inc.
*Indicates whether fee has been waived or absorbed during the Fund's past fiscal year.
** Closed-end Fund
**Closed-end Fund
</TABLE>
<PAGE>
EXHIBIT B
---------
Funds Advised by the Adviser or the Sub-Advisers with Similar Investment
Objectives and Strategies to those of the Company;
International Funds
<TABLE>
<CAPTION>
International 1940 Act Adviser Sub-Adviser Advisory Fee Sub-Advisory Net Assets
Funds Objective Rate (based Fee Rate (at October
on average (based on 31, 1996)
net assets) average net
assets)
<S> <C> <C> <C> <C> <C> <C>
International Capital INVESCO Funds INVESCO 1.0% of the .25% of the
Growth Fund Appreciation and Group, Inc. Asset first $500 first $500
Income Management million; million;
.75% of the .1875% of the
next $500 next $500
million; million;
.65% over $1 .1625% over
billion $1 billion
European Fund Capital INVESCO Funds INVESCO .75% of the .45% of the
Appreciation Group, Inc. Asset first $350 first $350
Management million; million; .40%
.65% of the of the next
next $350 $350 million;
million; .35% over
.55% over $700 million
$700 million
Pacific Basin Fund Capital INVESCO Funds INVESCO .75% of the .45% of the
Appreciation Group, Inc. Asset first $350 first $350
Management million; million; .40%
.65% of the of the next
next $350 $350 million;
million; .35% over
.55% over $700 million
$700 million
European Small Capital INVESCO Funds INVESCO .75% of the .375% of the
Company Fund Appreciation Group, Inc. Asset first $500 first $500
Management million; million;
.65% of the .325% of the
next $500 next $500
million; million;
.55% over $1 .275% over
billion $1 billion
<PAGE>
EXHIBIT B
---------
Funds Advised by the Adviser or the Sub-Advisers with Similar Investment
Objectives and Strategies to those of the Company;
International Funds
International 1940 Act Adviser Sub-Adviser Advisory Fee Sub-Advisory Net Assets
Funds Objective Rate (based Fee Rate (at October
on average (based on 31, 1996)
net assets) average net
assets)
Latin American Capital INVESCO Funds INVESCO .75% of the .375% of the
Growth Fund* Appreciation Group, Inc. Asset first $500 first $500
Management million; million;
.65% of the .325% of the
next $500 next $500
million; million;
.55% over $1 .275% over
billion $1 billion
Asian Growth Fund* Capital INVESCO Funds INVESCO .75% of the .375% of the
Appreciation Group, Inc. Asian first $500 first $500
Limited million; million;
.65% of the .325% of the
next $500 next $500
million; million;
.55% over $1 .275% over
billion $1 billion
International Capital INVESCO INVESCO 1.0% .35% of the 42, 820, 898
Value Portfolio Appreciation and Services, Capital first $50
Income Inc. Management million; .30%
of the next
$50 million;
.25% over
$100 million
* Indicates whether the fee has been waived or absorbed during the Fund's past fiscal year.
</TABLE>
<PAGE>
EXHIBIT B
---------
Funds Advised by the Adviser or the Sub-Advisers with Similar Investment
Objectives and Strategies to those of the Company;
International Funds
<TABLE>
<CAPTION>
International 1940 Act Adviser Sub-Adviser Advisory Fee Sub-Advisory Net Assets
Funds Objective Rate (based Fee Rate (at October
on average (based on 31, 1996)
net assets) average net
assets)
<S> <C> <C> <C> <C> <C> <C>
International Capital INVESCO Funds INVESCO 1.0% of the .25% of the
Growth Fund Appreciation and Group, Inc. Asset first $500 first $500
Income Management million; million;
.75% of the .1875% of the
next $500 next $500
million; million;
.65% over $1 .1625% over
billion $1 billion
European Fund Capital INVESCO Funds INVESCO .75% of the .45% of the
Appreciation Group, Inc. Asset first $350 first $350
Management million; million; .40%
.65% of the of the next
next $350 $350 million;
million; .35% over
.55% over $700 million
$700 million
Pacific Basin Fund Capital INVESCO Funds INVESCO .75% of the .45% of the
Appreciation Group, Inc. Asset first $350 first $350
Management million; million; .40%
.65% of the of the next
next $350 $350 million;
million; .35% over
.55% over $700 million
$700 million
European Small Capital INVESCO Funds INVESCO .75% of the .375% of the
Company Fund Appreciation Group, Inc. Asset first $500 first $500
Management million; million;
.65% of the .325% of the
next $500 next $500
million; million;
.55% over $1 .275% over
billion $1 billion
<PAGE>
EXHIBIT B
---------
Funds Advised by the Adviser or the Sub-Advisers with Similar Investment
Objectives and Strategies to those of the Company;
International Funds
International 1940 Act Adviser Sub-Adviser Advisory Fee Sub-Advisory Net Assets
Funds Objective Rate (based Fee Rate (at October
on average (based on 31, 1996)
net assets) average net
assets)
Latin American Capital INVESCO Funds INVESCO .75% of the .375% of the
Growth Fund* Appreciation Group, Inc. Asset first $500 first $500
Management million; million;
.65% of the .325% of the
next $500 next $500
million; million;
.55% over $1 .275% over
billion $1 billion
Asian Growth Fund* Capital INVESCO Funds INVESCO .75% of the .375% of the
Appreciation Group, Inc. Asian first $500 first $500
Limited million; million;
.65% of the .325% of the
next $500 next $500
million; million;
.55% over $1 .275% over
billion $1 billion
International Capital INVESCO INVESCO 1.0% .35% of the 42, 820, 898
Value Portfolio Appreciation and Services, Capital first $50
Income Inc. Management million; .30%
of the next
$50 million;
.25% over
$100 million
* Indicates whether the fee has been waived or absorbed during the Fund's past fiscal year.
</TABLE>
<PAGE>
TO BE SURE YOU ARE REPRESENTED, PLEASE SIGN, DATE AND RETURN PROMPTLY.
THE GLOBAL HEALTH SCIENCES FUND
PROXY FOR THE SPECIAL MEETING OF SHAREHOLDERS
JANUARY 31, 1997
The undersigned hereby appoints Fred A. Deering, Dan J. Hesser and Glen A.
Payne, and each of them, proxy for the undersigned, with the power of
substitution, to vote with the same force and effect as the undersigned at
the Special Meeting of the Shareholders of The Global Health Sciences Fund
(the "Fund"), to be held at the Denver Marriott Southeast, 6363 East
Hampden Avenue, Denver, Colorado 80222, on Friday, January 31, 1997, at
10:00 a.m. (Mountain Standard Time) and at any adjournment thereof, upon
the matters set forth below, all in accordance with and as more fully
described in the Notice of Special Meeting and Proxy Statement, dated
December 6, 1996, receipt of which is hereby acknowledged.
THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS, WHICH RECOMMENDS A VOTE
"FOR:"
TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS [X]
1.A. Proposal to approve a new investment advisory agreement between
the Fund and INVESCO Trust Company ("ITC"), such agreement to
take effect only if the proposed merger of AIM Management Group,
Inc. into INVESCO Group Services, Inc. or another wholly-owned
U.S. subsidiary of INVESCO is consummated.
Vote on Proposal
For [ ] Against [ ] Abstain [ ]
2. Proposal to elect two trustees to serve as the Class C trustees
of the Fund until the annual meeting of shareholders in 2000 and
until their successors are elected and qualified.
Vote on Proposal
For [ ] Against [ ] Abstain [ ]
3. Proposal to ratify the selection of Price Waterhouse LLP as
independent accountants for the Company for the fiscal year
ending October 31, 1997.
Vote on Proposal
For [ ] Against [ ] Abstain [ ]
In their discretion, the Proxies are authorized to vote upon such other
business as may properly come before the meeting or any adjournment
thereof.
<PAGE>
This proxy, when properly executed, will be voted in the manner directed
herein by the undersigned shareholder. IF NO DIRECTION IS MADE, THIS PROXY
WILL BE VOTED "FOR" PROPOSALS 1, 2 and 3.
PLEASE MARK, SIGN, DATE AND RETURN THIS PROXY IN THE ACCOMPANYING ENVELOPE
AS SOON AS POSSIBLE. THANK YOU.
__________________________ _____________________ ________
Signature Signature Date
(Joint Owners)
Please sign exactly as name appears hereon. If stock is held in the name
of joint owners, each should sign. Attorneys-in-fact, executors,
administrators, etc., should so indicate. If shareholder is a corporation
or partnership, please sign in full corporate or partnership name by
authorized person.
<PAGE>
