<PAGE>
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:
[_] Preliminary Proxy Statement
[_] Confidential, for Use of the Commission Only (as permitted by Rule 14a-
6(e)(2))
[X] Definitive Proxy Statement
[_] Definitive Additional Materials
[_] Soliciting Material Pursuant to (S)240.14a-11(c) or (S)240.14a-12
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THE GLOBAL HEALTH SCIENCES FUND
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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:
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(2) Aggregate number of securities to which transaction applies:
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(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):
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(4) Proposed maximum aggregate value of transaction:
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(5) Total fee paid:
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[_] 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:
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(2) Form, Schedule or Registration Statement No.:
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(3) Filing Party:
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(4) Date Filed:
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<PAGE>
[LOGO OF INVESCO APPEARS HERE] THE GLOBAL HEALTH SCIENCES FUND
DECEMBER 26, 1996
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Dear Global Health Sciences Fund Shareholder:
Enclosed is a Proxy Statement for the February 3, 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 Com-
pany, 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 con-
tract will terminate automatically, as a matter of law. Although Fund share-
holders are not being asked to approve the merger, they must vote on the nec-
essary 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 invest-
ment 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 TRANSAC-
TION, EVEN THOUGH YOU ARE NOT VOTING TO APPROVE THE MERGER. WHAT IS MOST IM-
PORTANT 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 inter-
ests of the shareholders. Therefore, we ask that you read the enclosed materi-
als 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 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,
/s/ Hubert L. Harris, Jr.
Hubert L. Harris, Jr.
President
The Global Health Sciences Fund
9716
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THE GLOBAL HEALTH SCIENCES FUND
7800 EAST UNION AVENUE
DENVER, COLORADO 80237
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NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON FEBRUARY 3, 1997
Notice is hereby given that the annual meeting of shareholders (the "Meet-
ing") of The Global Health Sciences Fund (the "Fund") will be held at the of-
fices of INVESCO Funds Group, Inc., 7800 East Union Avenue, Denver, Colorado
80237 on Monday, February 3, 1997, at 3:00 p.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 ef-
fect 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 "Merg-
er"). INVESCO PLC is the ultimate parent of ITC.
2. To elect two trustees to serve as the Class C trustees of the Fund un-
til the annual meeting of shareholders in 2000 and until their succes-
sors are elected and qualified.
3. To ratify or reject the selection of Price Waterhouse LLP as indepen-
dent 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 no-
tice 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 ex-
pect 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,
/s/ Glen A. Payne
Glen A. Payne
Secretary
Denver, Colorado
Dated: December 26, 1996
<PAGE>
THE GLOBAL HEALTH SCIENCES FUND
7800 EAST UNION AVENUE
DENVER, COLORADO 80237
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PROXY STATEMENT
FOR ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD FEBRUARY 3, 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 3:00 p.m., Mountain Standard Time, on Monday, February 3, 1997,
at the offices of INVESCO Funds Group, Inc., 7800 East Union Avenue, Denver,
Colorado 80237, and at any adjournment(s) thereof for the purposes set forth
in the foregoing notice. THE FUND'S ANNUAL REPORT, INCLUDING FINANCIAL STATE-
MENTS 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 ad-
visory 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. Con-
summation of the Merger is conditioned on, among other things, shareholder ap-
proval of the new investment advisory contract. The transactions contemplated
by the Merger and the terms of the new investment advisory agreement are dis-
cussed 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 ad-
viser, INVESCO Trust Company (the "Adviser" or "ITC"), to replace the existing
agreement between the Fund and the Adviser (the "Current Agreement"). Share-
holders are also being asked to elect two trustees of the Fund and to ratify
the selection of the Fund's independent accountants.
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 Inde-
pendent 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
<PAGE>
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 ma-
jority 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 Meet-
ing, 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 de-
livered the necessary instructions 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 benefi-
cial owner and does not have discretionary voting power as to one or more is-
sues 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 nega-
tive vote on any of the proposals on which it does not vote.
Execution of the enclosed proxy card 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, Den-
ver, Colorado 80217-3706, execution of a subsequent proxy card, or oral revo-
cation at the Meeting) at any time before it is exercised. Pursuant to Massa-
chusetts law, shareholders of the Fund will not be entitled to any rights of
appraisal with respect to the matters described in this Proxy Statement.
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 cor-
responding fractional votes for fractional shares, on each matter to be acted
upon at the Meeting. On the Record Date, 20,507,200 shares of the Fund's com-
mon stock, $.01 par value per share, were outstanding.
There were no persons known to own beneficially 5% or more of the outstand-
ing 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.
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 addi-
tional 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 adjourn-
ment is proposed in order to obtain the required shareholder vote on a partic-
ular 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 Agree-
ment. 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 in-
vestment advisory services throughout the world. As of September 30, 1996, the
total assets advised by INVESCO and its subsidiaries were approximately $91.1
billion.
2
<PAGE>
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 comprising the A I M Family of Funds(R). As of
October 31, 1996, the total assets of the registered investment company port-
folios advised or managed by AIM and its affiliates were approximately $57
billion.
On November 4, 1996, INVESCO and INVESCO Group Services, Inc. ("IGS") en-
tered 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 Ordi-
nary 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 con-
summation of the Merger, the AIM shareholders will own approximately 45% of
INVESCO's total outstanding capital stock on a fully-diluted basis. Thereaf-
ter, 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 aggre-
gate annualized asset management fees of INVESCO and AIM (based on assets un-
der 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 re-
ceived 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 Ad-
ministration Agreement, Registration Rights Agreement, Indemnification Agree-
ment 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 circum-
stances occurring on or before September 30, 1997, a termination fee will be
payable by the party in respect of which such circumstances have occurred.
In connection with the Merger, the following agreements, each to be effec-
tive upon the closing of the Merger, have been or will be executed:
Voting Agreement. Certain AIM shareholders and their spouses, the cur-
rent directors of INVESCO and proposed directors of INVESCO (expected to
hold in the aggregate approximately 25% of the Ordinary Shares of INVESCO
outstanding immediately following consummation of the Merger) 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 ini-
tial Chairman will be Charles W. Brady (INVESCO's current Chairman) and
the initial Vice Chairman will be Charles T. Bauer (AIM's current Chair-
man); 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.
3
<PAGE>
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 exist-
ing as of the Closing Date. AIM shareholders and INVESCO's current Chair-
man 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 sharehold-
ers of the Fund.
Under the Merger Agreement, INVESCO and INVESCO Sub have agreed that they
will comply, and use all reasonable efforts to cause compliance on behalf of
their affiliates, with the provisions of Section 15(f) of the Investment Com-
pany Act of 1940, as amended (the "1940 Act"). Section 15(f) provides, in per-
tinent part, that an investment adviser of an investment company and its af-
filiates may receive any amount or benefit in connection with a sale of secu-
rities 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 trans-
action 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 com-
pensation arrangements are contemplated in connection with the Merger.
The second condition is that, for a period of three years after the transac-
tion occurs, at least 75% of the members of the board of trustees of the in-
vestment company advised by such adviser are not "interested persons" (as de-
fined 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% re-
quirement. 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 mate-
rial effect on the operations of the Fund or on its shareholders. No material
change in investment philosophy, policies or strategies is currently envi-
sioned. 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 busi-
ness activities of the Fund. The Merger also is not expected to result in ma-
terial changes in the business, corporate structure or composition of the se-
nior management or personnel of the Adviser. Based on the foregoing, the Ad-
viser does not anticipate that the Merger will cause a reduction in the qual-
ity 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 business 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 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.
4
<PAGE>
Accordingly, in anticipation of the consummation of the Merger and in order
to ensure continuity of investment advisory services to the Fund by the Advis-
er, 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 "Indepen-
dent 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 evalu-
ated 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 Indepen-
dent 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 re-
sponsible for managing the day-to-day affairs of the Adviser. In evaluating
the effects 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 na-
ture and quality as before the Merger. Also, the Independent Directors consid-
ered 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, effective-
ness 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 and expenses 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 compa-
nies 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 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, IN-
CLUDING ALL OF THE INDEPENDENT TRUSTEES PRESENT AT THE APPLICABLE MEETING, AP-
PROVED 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 refer-
ence 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 dis-
cussed, 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 termina-
tion 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 SUM-
MARIZED BELOW.
5
<PAGE>
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 Trust-
ees, including a majority of the Independent Trustees. On April 21, 1993, 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 de-
fined 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 majority of the then-outstanding voting securi-
ties of the Fund, or by ITC. As discussed earlier, the Current Agreement ter-
minates 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 perfor-
mance of such duties, the Adviser shall, among other things: (i) manage the
investment and reinvestment of the assets of the Fund; (ii) determine what se-
curities 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 re-
specting 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 opera-
tion 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 willful mis-
feasance, 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 in-
vestment adviser. ITC is a wholly-owned subsidiary of IFG, 7800 East Union Av-
enue, Denver, Colorado 80237. IFG is an indirect wholly-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 port-
folios in the INVESCO group. These 47 portfolios had aggregate assets of ap-
proximately $12.5 billion as of October 31, 1996. Exhibit B to this Proxy
Statement includes a list of investment companies,
- ----------------
/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.
6
<PAGE>
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 oc-
cupations 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 Ex-
ecutive 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 ad-
visory services to the Fund.
VOTE REQUIRED
As provided under the 1940 Act, approval of the Proposed Agreement will re-
quire 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 BE-
TWEEN THE FUND AND ITC.
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 February 3, 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. McIn-
tyre, 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 Trust-
ees.
7
<PAGE>
Information concerning the Trustees of the Fund is set forth below:
<TABLE>
<CAPTION>
NUMBER OF
FUND SHARES
POSITION, IF ANY, WITH THE FUND, TRUSTEE OR BENEFICIALLY
PRINCIPAL OCCUPATION AND EXECUTIVE OFFICER OWNED DIRECTLY OR
BUSINESS EXPERIENCE OF THE INDIRECTLY ON
NAME AND AGE (DURING PAST FIVE YEARS) FUND SINCE DEC. 9, 1996(3)
------------ -------------------------------- ----------------- -----------------
<S> <C> <C> <C>
CLASS A
Charles W. Brady* Chief Executive Officer and Director 1991 None
Age 61 of INVESCO and of various subsidiaries
thereof; Chairman of the Board of the
Fund, the IFG-Distributed Funds(/1/),
INVESCO Advisor Funds, Inc. (the "Ad-
visor Funds") and INVESCO Treasurer's
Series Trust (the "Treasurer's Series
Trust") (registered open-end manage-
ment investment companies).
Fred A. Deering(2) Trustee of the Fund. Vice Chairman of 1992 17.897
Age 68 the Board of the IFG-Distributed
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, Den-
ver, Colorado; Director of ING Ameri-
can Holding Company and ING Life In-
surance Company of New York.
A. D. Frazier, Jr.*(2) Trustee of the Fund. Executive Vice 1994 None
Age 52 President of INVESCO. Director of the
IFG-Distributed Funds and Advisor
Funds; Trustee of Treasurer's Series
Trust; from 1991 to 1996, Senior Exec-
utive Vice President and Chief Operat-
ing 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 None
Age 56 IFG-Distributed Funds; Trustee of Ad-
visor Funds; Chairman of the Board,
President and Chief Executive Officer
of IFG and Director of ITC; Chairman
and Director of Britannia North Ameri-
can Holdings, Inc.
Larry Soll, Ph.D.(2) Retired. Formerly, Chairman of the 1991 11,000.000
Age 53 Board (1987 to 1994); Chief Executive
Officer (1982 to 1989; 1993 to 1994)
and President (1982 to 1989) of
Synergen Corp. (a biotechnology compa-
ny), 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. Di- 1996 270.000
Age 53 rector of the IFG-Distributed Funds;
Chairman of the Board and Chief Execu-
tive Officer of INVESCO Services,
Inc.; Chief Executive Officer of
INVESCO Individual Services Group; Di-
rector of INVESCO; President, Chief
Executive Officer and Chief Financial
Officer of Advisor Funds; Trustee of
Treasurer's Series Trust; and Presi-
dent of the Georgia Institute of Tech-
nology Alumni Association and member
of the Alumni Board of Trustees there-
of.
John W. McIntyre(2) Trustee of the Fund. Retired; former- 1991 7,874.040
Age 66 ly, Vice Chairman of the Board of Di-
rectors 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 IFG-Distributed
Funds, Advisor Funds and Golden Poul-
try Co. Inc.; Trustee of Treasurer's
Series Trust and Gables Residential
Trust.
</TABLE>
8
<PAGE>
(1) The following investment companies comprise the INVESCO Fund Complex:
INVESCO Diversified Funds, Inc., INVESCO Dynamics Fund, Inc., INVESCO
Emerging Opportunity Funds, Inc., INVESCO Growth Fund, Inc., INVESCO In-
come Funds, Inc., INVESCO Industrial Income Fund, Inc., INVESCO Interna-
tional Funds, Inc., INVESCO Money Market Funds, Inc., INVESCO Multiple
Asset Funds, Inc., INVESCO Specialty Funds, Inc., INVESCO Strategic
Portfolios, Inc., INVESCO Tax-Free Income Funds, Inc., INVESCO Value
Trust, INVESCO Variable Investment Funds, Inc., (collectively, the "IFG-
Distributed Funds"); INVESCO Advisor Funds, Inc.; The Global Health Sci-
ences Fund; and INVESCO Treasurer's Series Trust.
(2) Member of the Audit Committee.
(3) As interpreted by the SEC, a security is beneficially owned by a person
if that person has or shares voting power or investment power with re-
spect to the security. The persons listed have partial voting and in-
vestment 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 Indepen-
dent 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.
The only committee of the Trustees is the audit committee. The Fund does not
have a compensation committee or a nominating committee. The audit committee,
consisting of three Independent Trustees and one interested Trustee, meets pe-
riodically 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 accoun-
tants, 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
75% or more of the aggregate of the Board meetings and meetings of the audit
committee (if applicable).
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 an employee of INVESCO on
November 1, 1996) 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 and by funds in 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.
<TABLE>
<CAPTION>
TOTAL COMPENSATION
AGGREGATE FROM INVESCO
COMPENSATION FUND COMPLEX
NAME FROM THE FUND PAID TO TRUSTEES
---- ------------- ------------------
<S> <C> <C>
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) 0.0017%(2)
</TABLE>
(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.
9
<PAGE>
Messrs. Brady, Harris, Hesser and, as of November 1, 1996, Frazier, as "in-
terested persons" of the Fund and of other funds in the INVESCO Fund Complex,
receive compensation as officers or employees of ITC or of its affiliated com-
panies, but do not receive any trustees' fees or other compensation from the
Fund or from other funds in the INVESCO Fund Complex for their services as di-
rectors 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 re-
quired 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 re-
ceived 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 must 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, pro-
vided 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.
PROPOSAL 3: RATIFICATION OR REJECTION OF SELECTION OF INDEPENDENT ACCOUNTANTS
The Trustees, including a majority of its Independent Trustees, have se-
lected 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 ma-
terial 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 fis-
cal year ended October 31, 1996: audit of annual financial statements; prepa-
ration 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 commit-
tee; and routine consultation on financial accounting and reporting matters.
The Board authorized all services performed by Price Waterhouse LLP on be-
half of the Fund. In addition, the Board annually reviews the scope of serv-
ices 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 periodi-
cally with the Fund's independent accountants to review accounting and report-
ing requirements.
VOTE REQUIRED
The ratification of the selection of the independent accountants must be ap-
proved 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.
LITIGATION
On December 6, 1996, Advantage Partners, L.P. filed an action, individually
and derivatively on behalf of the Fund, against ITC, IFG, INVESCO and the
Fund's Trustees. The suit was filed in the federal court for the District of
Colorado, Case No. 96-D-2824. Plaintiff alleges violations of Sections 36(b)
and 48(a) of the 1940 Act and state law (including an alleged breach of fidu-
ciary duty against ITC and the Trustees) concerning the Fund's capital gain
distribution declared for the fiscal year ended October 31, 1996 and other al-
leged action or inaction by ITC or the Trustees. Simultaneously with the fil-
ing of the action, plaintiff sought a preliminary injunction preventing the
capital gain distribution from being made. On December 20, 1996, the court de-
nied the motion. Defendants believe the complaint has no merit but have not
yet responded to it.
10
<PAGE>
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.
SHAREHOLDER PROPOSALS
Proposals of shareholders which may be properly included in the proxy solic-
itation 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,
/s/Glen A. Payne
Glen A. Payne
Secretary
December 26, 1996
11
<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").
WITNESSETH:
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 op-
erations and to provide such other services;
NOW, THEREFORE, in consideration of these premises and of the mutual cove-
nants and agreements hereinafter contained, the parties hereto agree as fol-
lows:
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, con-
sistent 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;
(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 per-
taining to the Fund's securities shall be exercised; and
(vii) to prepare proxy materials for meetings of the Fund's share-
holders and such registrations and reports as may be required by fed-
eral 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 reli-
able execution at the most favorable price obtainable. In assigning an ex-
ecution or negotiating the commission to be paid therefor, the Adviser is
authorized to consider the full range and quality
A-1
<PAGE>
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 transac-
tions 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 con-
nection with the Fund. In the selection of a broker or dealer for execu-
tion of any negotiated transaction, the Adviser shall have no duty or ob-
ligation to seek advance competitive bidding for the most favorable nego-
tiated commission rate for such transaction, or to select any broker
solely on the basis of its 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 capa-
bilities 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 prepara-
tion 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 re-
ports to shareholders and Form N-SAR (or such other form as the SEC may sub-
stitute 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 au-
dit expenses; (v) custodian, dividend paying agent, registrar and transfer
agent fees and expenses (including charges and expenses of the Fund's Dividend
Reinvestment Plan Agent) and brokerage commissions, if any; (vi) fees and ex-
penses, other than as hereinabove provided, incident to the registration, un-
der 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 share-
holders; (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 Ad-
viser may, to the extent it deems appropriate and subject to compliance with
the requirements of applicable laws and regulations, and upon receipt of writ-
ten approval of the Fund, make use of its affiliated companies and their em-
ployees; provided that the Adviser shall supervise and remain fully responsi-
ble 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%
A-2
<PAGE>
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 en-
tire month.
5. Avoidance of Inconsistent Positions and Compliance with Laws. In connec-
tion 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 princi-
pal 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 date of execution, and
from year to year thereafter, but only as long as such continuance is specifi-
cally approved at least annually (i) by a vote of a majority of the outstand-
ing 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 ap-
proval.
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 as-
signment, 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 (par-
ticularly 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 para-
graph 4 earned prior to such termination.
7. Non-Exclusive Services. The Adviser shall, during the term of this Agree-
ment, 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, aggre-
gate 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 transac-
tion, 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 con-
nection with matters relating to this Agreement, except a loss resulting
from willful misfeasance, bad faith, gross negligence of the Adviser in
the performance of, or from reckless disregard of, its obligations and du-
ties under this Agreement, or except a loss resulting from breach of fidu-
ciary 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 indi-
vidually, but are binding only upon the assets and property of the Fund.
A-3
<PAGE>
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 ef-
fective unless approved by (i) the vote of a majority of the Trustees, includ-
ing a majority of the Trustees who are not parties to this Agreement or inter-
ested 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 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 Col-
orado, or any of the provisions herein, conflict with applicable provisions of
the 1940 Act, the latter shall control.
A-4
<PAGE>
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
By: _______________________________
President
ATTEST:
_____________________________________
Secretary
THE GLOBAL HEALTH SCIENCES FUND
By: _______________________________
President
ATTEST:
_____________________________________
Secretary
A-5
<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 & 1940 ACT ADVISER SUB-ADVISER ADVISORY FEE SUB-ADVISORY NET ASSETS (AT
VALUE OBJECTIVE RATE (BASED ON FEE RATE OCTOBER 31,
FUNDS AVERAGE NET (BASED ON 1996)
ASSETS) AVERAGE NET
ASSETS)
- -------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
VALUE Capital INVESCO INVESCO .75% of the first .20% of the first $221,736,052
EQUITY Appreciation Funds Capital $500 million; $500 million;
FUND and Income Group, Inc. Management, .65% of the next .17% of the next
Inc. $500 million; $500 million;
.50% over .13% over $1 billion
$1 billion
- -------------------------------------------------------------------------------------------------------
GROWTH Long-Term INVESCO INVESCO .60% of the first .25% of the first $650,140,716
FUND Capital Funds Trust $350 million; $200 million;
Growth; Group, Inc. Company .55% of the next .20% over
Current $350 million; $200 million
Income .50% over
Secondary $700 million
- -------------------------------------------------------------------------------------------------------
DYNAMICS Capital INVESCO INVESCO .60% of the first .25% of the first $836,458,920
FUND Appreciation Funds Trust $350 million; $200 million;
Group, Inc. Company .55% of the next .20% over
$350 million; $200 million
.50% over
$700 million
- -------------------------------------------------------------------------------------------------------
EMERGING Long-Term INVESCO INVESCO .75% of the first .25% of the first $275,668,167
GROWTH Capital Funds Trust $350 million; $200 million;
FUND Growth Group, Inc. Company .65% of the next .20% over
$350 million; $200 million
.55% over
$700 milllion
- -------------------------------------------------------------------------------------------------------
SMALL Long-Term INVESCO INVESCO .75% .375% $ 47,292,558
COMPANY Capital Funds Management
FUND* Growth Group, Inc. & Research,
Inc.
- -------------------------------------------------------------------------------------------------------
EQUITY Capital INVESCO INVESCO .75% .20% $134,188,186
PORTFOLIO Appreciation Services, Management
and Income Inc. & Research,
Inc.
</TABLE>
B-1
<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 & 1940 ACT ADVISER SUB- ADVISORY FEE SUB-ADVISORY NET ASSETS (AT
VALUE OBJECTIVE ADVISER RATE (BASED ON FEE RATE OCTOBER 31,
FUNDS AVERAGE NET (BASED ON 1996)
ASSETS) AVERAGE NET
ASSETS)
- ----------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
JOHN HANCOCK Aggressive John Hancock INVESCO .80% of the first .55% of the first $9,621,404
VARIABLE SERIES Growth Mutual Management $100 million; .75% $100 million;
TRUST -- SMALL Life & Research, of the next .50% of the next
CAP VALUE Insurance Inc. $100-$200 million; $100 million;
FUND Company .65% over .40% over
$200 million $200 million
- ----------------------------------------------------------------------------------------------------------
MAXIM Long-Term Great West INVESCO 1% .55% of the first $2,997,147
INVESCO Capital Life Trust $25 million;
SMALL-CAP Growth Assurance Company .50% of the next
GROWTH Company $50 million;
PORTFOLIO .40% of the next
$25 million;
.35% over
$100 million
</TABLE>
* Indicates whether fee has been waived or absorbed during the Fund's past
fiscal year.
B-2
<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- ADVISORY FEE SUB-ADVISORY NET ASSETS (AT
OBJECTIVE ADVISER RATE (BASED ON FEE RATE OCTOBER 31,
AVERAGE NET (BASED ON 1996)
ASSETS) AVERAGE NET
ASSETS)
- ------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
ENERGY Capital INVESCO INVESCO .75% of the first .25% of the first $236,169,412
PORTFOLIO Appreciation Funds Trust $350 million; $200 million;
Group, Company .65% of the next .20% over
Inc. $350 million; $200 million
.55% over
$700 million
- ------------------------------------------------------------------------------------------------
ENVIRONMENTAL Capital INVESCO INVESCO .75% of the first .25% of the first $26,793,694
SERVICES Appreciation Funds Trust $350 million; $200 million;
PORTFOLIO Group, Company .65% of the next .20% over
Inc. $350 million; $200 million
.55% over
$700 million
- ------------------------------------------------------------------------------------------------
FINANCIAL Capital INVESCO INVESCO .75% of the first .25% of the first $542,687,937
SERVICES Appreciation Funds Trust $350 million; $200 million;
PORTFOLIO* Group, Company .65% of the next .20% over
Inc. $350 million; $200 million
.55% over
$700 million
- ------------------------------------------------------------------------------------------------
GOLD Capital INVESCO INVESCO .75% of the first .25% of the first $277,892,364
PORTFOLIO Appreciation Funds Trust $350 million; $200 million;
Group, Company .65% of the next .20% over
Inc. $350 million; $200 million
.55% over
$700 million
- ------------------------------------------------------------------------------------------------
HEALTH Capital INVESCO INVESCO .75% of the first .25% of the first $933,828,112
SCIENCES Appreciation Funds Trust $350 million; $200 million;
PORTFOLIO Group, Company .65% of the next .20% over
Inc. $350 million; $200 million
.55% over
$700 million
</TABLE>
B-3
<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- ADVISORY FEE SUB-ADVISORY NET ASSETS (AT
OBJECTIVE ADVISER RATE (BASED ON FEE RATE OCTOBER 31,
AVERAGE NET (BASED ON 1996)
ASSETS) AVERAGE NET
ASSETS)
- ---------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
LEISURE Capital INVESCO INVESCO .75% of the first .25% of the first $252,297,128
PORTFOLIO Appreciation Funds Trust $350 million; $200 million;
Group, Company .65% of the next .20% over
Inc. $350 million; $200 million
.55% over
$700 million
- ---------------------------------------------------------------------------------------------------------
TECHNOLOGY Capital INVESCO INVESCO .75% of the first .25% of the first $789,610,651
PORTFOLIO Appreciation Funds Trust $350 million; $200 million;
Group, Company .65% of the next .20% over
Inc. $350 million; $200 million
.55% over
$700 million
- ---------------------------------------------------------------------------------------------------------
WORLDWIDE Capital INVESCO INVESCO .65% of the first .325% of the first $4,225,087
CAPITAL Appreciation Funds Trust $500 million; $500 million;
GOODS FUND* Group, Company .55% of the next .275% of the next
Inc. $500 million; $500 million;
.45% over .225% over
$1 billion $1 billion
- ---------------------------------------------------------------------------------------------------------
WORLDWIDE Capital INVESCO INVESCO .65% of the first .325% of the first $51,218,075
COMMUNICATIONS Appreciation Funds Trust $500 million; $500 million;
FUND and Income Group, Company .55% of the next .275% of the next
Inc. $500 million; $500 million;
.45% over .225% over
$1 billion $1 billion
- ---------------------------------------------------------------------------------------------------------
REAL ESTATE Capital INVESCO INVESCO .90% .35% of the first $15,293,490
PORTFOLIO Appreciation Services, Realty $100 million;
and Income Inc. Advisers, .25% over
Inc. $100 million
- ---------------------------------------------------------------------------------------------------------
THE GLOBAL HEALTH Capital INVESCO None 1.0% N/A $455,821,034
SCIENCES FUND** Appreciation Trust
Company
</TABLE>
* Indicates whether fee has been waived or absorbed during the Fund's past
fiscal year.
** Closed-end Fund
B-4
<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- ADVISORY FEE SUB-ADVISORY NET ASSETS (AT
FUNDS OBJECTIVE ADVISER RATE (BASED ON FEE RATE OCTOBER 31,
AVERAGE NET (BASED ON 1996)
ASSETS) AVERAGE NET
ASSETS)
- -----------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
INTERNATIONAL Capital INVESCO INVESCO 1.0% of the first .25% of the first $94,586,594
GROWTH Appreciation Funds Asset $500 million; $500 million;
FUND and Income Group, Management .75% of the next .1875% of the next
Inc. Limited $500 million; $500 million;
.65% over .1625% over
$1 billion $1 billion
- -----------------------------------------------------------------------------------------------------
EUROPEAN Capital INVESCO INVESCO .75% of the first .45% of the first $300,588,228
FUND Appreciation Funds Asset $350 million; $350 million;
Group, Management .65% of the next .40% of the next
Inc. Limited $350 million; $350 million;
.55% over .35% over
$700 million $700 million
- -----------------------------------------------------------------------------------------------------
PACIFIC Capital INVESCO INVESCO .75% of the first .45% of the first $149,869,919
BASIN Appreciation Funds Asset $350 million; $350 million;
FUND Group, Management .65% of the next .40% of the next
Inc. Limited $350 million; $350 million;
.55% over .35% over
$700 million $700 million
- -----------------------------------------------------------------------------------------------------
EUROPEAN Capital INVESCO INVESCO .75% of the first .375% of the first $117,484,141
SMALL Appreciation Funds Asset $500 million; $500 million;
COMPANY Group, Management .65% of the next .325% of the next
FUND Inc. Limited $500 million; $500 million;
.55% over .275% over
$1 billion $1 billion
</TABLE>
B-5
<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 (AT
FUNDS OBJECTIVE RATE (BASED ON FEE RATE OCTOBER 31,
AVERAGE NET (BASED ON 1996)
ASSETS) AVERAGE NET
ASSETS)
- --------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
LATIN Capital INVESCO INVESCO .75% of the first .375% of the first $32,864,679
AMERICAN Appreciation Funds Asset $500 million; $500 million;
GROWTH Group, Management .65% of the next .325% of the next
FUND* Inc. Limited $500 million; $500 million;
.55% over .275% over
$1 billion $1 billion
- --------------------------------------------------------------------------------------------------------
ASIAN Capital INVESCO INVESCO .75% of the first .375% of the first $16,483,400
GROWTH Appreciation Funds Asia $500 million; $500 million;
FUND* Group, Limited .65% of the next .325% of the next
Inc. $500 million; $500 million;
.55% over .275% over
$1 billion $1 billion
- --------------------------------------------------------------------------------------------------------
INTERNATIONAL Capital INVESCO INVESCO 1.0% .35% of the first $42,820,898
VALUE Appreciation Services, Capital $50 million;
PORTFOLIO and Income Inc. Management, .30% of the next
Inc. $50 million;
.25% over
$100 million
</TABLE>
* Indicates whether the fee has been waived or absorbed during the Fund's
past fiscal year.
B-6
<PAGE>
TO BE SURE YOU ARE REPRESENTED, PLEASE SIGN, DATE AND RETURN PROMPTLY.
THE GLOBAL HEALTH SCIENCES FUND
PROXY FOR THE ANNUAL MEETING OF SHAREHOLDERS
FEBRUARY 3, 1997
The undersigned hereby appoints Fred A. Deering, Hubert L. Harris, Jr. 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
Annual Meeting of the Shareholders of The Global Health Sciences Fund (the
"Fund"), to be held at the Offices of INVESCO Funds Group, Inc., 7800 East Union
Avenue, Denver, Colorado 80237 on Monday, February 3, 1997, at 3:00 p.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
Annual Meeting and Proxy Statement, dated December 26, 1996, receipt of which
is hereby acknowledged.
THIS PROXY IS SOLICITED BY THE BOARD OF TRUSTEES, WHICH RECOMMENDS A VOTE
"FOR":
TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS [X]
1. Proposal to approve a new investment advisory agreement between the Fund
and INVESCO Trust Company, 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.
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: Hubert L. Harris, Jr. and John W. McIntyre.
Vote on Trustees
For All [_] Against All [_] For All Except [_]
To withhold authority to vote, mark, "For All Except" and write the
nominee's name on the line below.
-------------------------------------------------
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.
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.
