PRELIMINARY COPY -- TO BE FILED WITH THE SECURITIES
AND EXCHANGE COMMISSION
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a)
of the Securities Exchange Act of 1934
(Amendment No. )
Filed by the Registrant
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(e)(2))
[ ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to (S)240.14a-11(c) or (S)240.14a-12
INVESCO GLOBAL HEALTH SCIENCES FUND
Payment of Filing Fee (Check the appropriate box):
[ ] No fee required
[ ] $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), 14a-6(i)(2)
or Item 22(a)(2) of Schedule 14A
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) 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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5. Total fee paid:
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[ ] Fee paid previously by written 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 offset-
ting 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>
Preliminary Copy -- To Be Filed With the Securities and Exchange Commission
INVESCO GLOBAL HEALTH SCIENCES FUND
____________, 1998
- -------------------------------------------------------------------------------
Dear INVESCO Global Health Sciences Fund Shareholder:
We are pleased to enclose the Proxy Statement for the _________, 1998 annual
shareholders' meeting of your Fund. Please take the time to read the
accompanying Proxy Statement and cast your vote, since the matters we are
submitting for your consideration are important to the Fund and to you as a
shareholder. Your vote is important.
We are requesting action on the following proposals:
1. ELECTION OF ONE TRUSTEE: Fund management proposes that
Larry Soll, Ph.D. be reelected as a Class B trustee.
2. RATIFICATION OF APPOINTMENT OF PRICE WATERHOUSE LLP AS THE FUND'S
INDEPENDENT ACCOUNTANTS: Fund management proposes that Price
Waterhouse LLP continue to be retained as the Fund's independent
accountants.
3. Two shareholder proposals.
We would direct your particular attention to the proposals that two shareholders
of the Fund asked be included in this Proxy Statement. You will note that the
Fund's Board of Trustees strongly OPPOSES both of these proposals, and urges
Fund shareholders to vote AGAINST both of them. We appreciate your thoughtful
consideration of these matters and ask that you vote promptly. If we do not
receive sufficient votes to approve these proposals, it may necessitate a
further mailing or a telephone canvass. Thank you.
Sincerely,
Dan J. Hesser
President
INVESCO Global Health Sciences Fund
<PAGE>
Preliminary Copy -- To Be Filed With the Securities and Exchange Commission
INVESCO GLOBAL HEALTH SCIENCES FUND
7800 East Union Avenue
Denver, Colorado 80237
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON ________, 1998
- -------------------------------------------------------------------------------
Notice is hereby given that an annual meeting of shareholders (the
"Meeting") of INVESCO Global Health Sciences Fund (the "Fund") will be held at
the offices of the Fund, 7800 East Union Avenue, Denver, Colorado 80237 on
____________, 1998, at ___________, Mountain Time, for the following purposes:
1. To elect one trustee to serve as a Class B trustee of the Fund
until the annual meeting of shareholders in 2001 and until his
successors are elected and qualified;
2. To ratify or reject the selection by the Fund's trustees of
Price Waterhouse LLP as independent accountants of the Fund
for the fiscal year ending October 31, 1998; and
3. To vote upon two shareholder proposals; and
4. To transact such other business as may properly come before
the Meeting or any adjournment(s) thereof.
The trustees of the Fund have fixed the close of business on ____________,
1998, 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 at
the offices of the Fund, 7800 East Union Avenue, Denver, Colorado 80237. A copy
of this list also will be available at the Meeting.
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 envelope provided for
that purpose. The enclosed proxy is being solicited on behalf of the trustees of
the Fund.
<PAGE>
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, at
shareholders' expense, 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 trustee and ratify the selection of the Fund's accountants. 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 will be
appreciated.
By Order of the Trustees,
Glen A. Payne
Secretary
Denver, Colorado
Dated: ___________, 1998
<PAGE>
INVESCO GLOBAL HEALTH SCIENCES FUND
7800 East Union Avenue
Denver, Colorado 80237
PROXY STATEMENT FOR ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ___________, 1998
INTRODUCTION
The enclosed proxy is being solicited by the trustees of INVESCO Global
Health Sciences Fund (the "Fund"), for use in connection with the annual meeting
of shareholders (the "Meeting") to be held at _________, Mountain Time, on
Wednesday, ________, 1998, at the offices of the Fund, 7800 East Union Avenue,
Denver, Colorado 80237, and at any adjournment thereof for the purposes set
forth in the foregoing notice. AN ANNUAL REPORT, INCLUDING FINANCIAL STATEMENTS
FOR THE FUND FOR THE FISCAL YEAR ENDED OCTOBER 31, 1997 AND A SEMIANNUAL REPORT,
INCLUDING FINANCIAL STATEMENTS FOR THE FUND FOR THE PERIOD ENDED APRIL 30, 1998,
ARE AVAILABLE WITHOUT CHARGE UPON REQUEST BY CALLING 800-528-8765 OR WRITING THE
FUND AT P.O. BOX 173711, DENVER, CO 80217-3711. The approximate mailing date of
proxies and this Proxy Statement is ________, 1998.
If the enclosed 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 nominee for trustee
hereinafter listed and FOR the proposal set forth in Item 2 below and AGAINST
the proposals set forth in Item 3 below. A majority of the shares of the Fund
entitled to vote, represented in person or by proxy, shall constitute a quorum
at the Meeting. If a quorum is present, the affirmative vote of a plurality
(i.e., the largest number of shares voted at the Meeting for a trustee nominee)
of the shares represented at the Meeting and entitled to vote shall determine
Items 2 and 3B and a majority, as defined in the Investment Company Act of 1940
(i.e., 67% or more of the shares represented at the Meeting or 50% of the
outstanding shares), of the shares represented at the Meeting and entitled to
vote shall determine Item 3A.
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 on a particular vote by a shareholder, either by proxy or by vote in
person at the Meeting, has the same effect as a negative vote, because in order
to be approved, the proposals require the affirmative vote of a majority of the
shares represented at the Meeting (including abstaining shares). 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 proxy, 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 has
no discretion to vote the shares as to one or more issues before the Meeting,
and does not receive a proxy from the beneficial owner, the shares will not be
voted on such issues, and will not count for or against such issues.
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 Post Office Box 173711,
Denver, Colorado 80217-3711, execution of a subsequent proxy, or oral revocation
at the Meeting) at any time before it is exercised.
<PAGE>
Shareholders of record of the Fund at the close of business on
______________, 1998 (the "Record Date"), are entitled to vote at the Meeting,
including any adjournment 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
shares of beneficial interest, $.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.
In addition to the solicitation of proxies by use of the mail, proxies
may be solicited by officers of the Fund, by officers and employees of INVESCO
Funds Group, Inc. ("IFG"), the investment adviser and transfer agent of the
Fund, and by officers and employees of INVESCO Distributors, Inc. ("IDI"), the
distributor of the Fund, personally or by telephone or telegraph, without
special compensation. IFG and IDI are referred to collectively as "INVESCO." In
addition, Shareholder Communications Corporation ("SCC") has been retained to
assist in the solicitation of proxies.
As the meeting date approaches, certain shareholders whose votes the Fund
has not yet received may receive telephone calls from representatives of SCC
requesting that they authorize SCC, by telephonic or electronically transmitted
instructions, to execute proxy cards on their behalf. Telephone authorizations
will be recorded in accordance with the procedures set forth below. INVESCO
believes that these procedures are reasonably designed to ensure that the
identity of the shareholder casting the vote is accurately determined and that
the voting instructions of the shareholder are accurately determined.
SCC has received an opinion of Massachusetts counsel that addresses the
validity, under the applicable laws of the Commonwealth of Massachusetts, of
authorization given orally to execute a proxy. The opinion given by
Massachusetts counsel concludes that a Massachusetts court would find that there
is no Massachusetts law or public policy against the acceptance of proxies
signed by an orally authorized agent, provided it adheres to the procedures set
forth below.
In all cases where a telephonic proxy is solicited, the SCC representative
is required to ask the shareholder for such shareholder's full name, address,
Social Security or employer identification number, title (if the person giving
the proxy is authorized to act on behalf of an entity, such as a corporation),
and the number of shares owned, and to confirm that the shareholder has received
the Proxy Statement in the mail. If the information solicited agrees with the
information provided to SCC by the Fund, the SCC representative has the
responsibility to explain the voting process, read the proposals listed on the
proxy card, and ask for the shareholder's instructions on the proposal. Although
he or she is permitted to answer questions about the process, the SCC
representative is not permitted to recommend to the shareholder how to vote,
other than to read any recommendation set forth in the Proxy Statement. SCC will
record the shareholder's instructions on the card. Within 72 hours, SCC will
send the shareholder a letter or mailgram confirming the shareholder's vote and
asking the shareholder to call SCC immediately if the shareholder's instructions
are not correctly reflected in the confirmation.
If a shareholder wishes to participate in the Meeting, but does not wish
to give a proxy by telephone, such shareholder may still submit the proxy card
originally sent with the Proxy Statement or attend in person. Any proxy given by
a shareholder, whether in writing or by telephone, is revocable. A shareholder
may revoke the accompanying proxy or a proxy given telephonically at any time
prior to its use by filing with the Fund a written revocation or duly executed
proxy bearing a later date. In addition, any shareholder who attends the Meeting
in person may vote by ballot at the Meeting, thereby canceling any proxy
previously given.
<PAGE>
ALL COSTS OF PRINTING AND MAILING PROXY MATERIALS AND THE COSTS AND
EXPENSES OF HOLDING THE MEETING AND SOLICITING PROXIES, INCLUDING ANY AMOUNT
PAID TO SCC, WILL BE PAID BY THE FUND.
The trustees 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 trustee and approve or dis-
approve, as the case may be, the proposals set forth in Items 2, 3A and 3B.
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 Item, the persons named as proxies
will vote in favor of adjournment those shares which they are entitled to vote
in favor of the Item, and will vote against adjournment those shares required
to be voted against the Item. A shareholder vote may be taken on one or more
of the Items discussed herein prior to any such adjournment if sufficient votes
have been received and it is otherwise appropriate.
ITEM 1: ELECTION OF TRUSTEES OF THE FUND
The Fund currently has four trustees, divided into three classes, with one
trustee in Class A, one trustee in Class B and two trustees in Class C. Class A
trustees' terms will expire at the annual meeting to be held in 1999; Class B
trustees' terms will expire at the annual meeting of shareholders to be held on
_______, 1998; and Class C trustees' terms will expire at the annual meeting of
shareholders to be held in 2000.
At the Meeting, the Class B trustee is to be elected to hold office until
the 2001 annual meeting of shareholders and until his successors are elected and
qualified. The nominee, Larry Soll, Ph.D. has consented to serve, if reelected,
and no circumstances now known will prevent him from serving. If the nominee
should be unable to serve, the proxy will be voted for a substitute nominee
proposed by the present trustees.
THE TRUSTEES UNANIMOUSLY RECOMMEND THAT THE FUND'S SHAREHOLDERS VOTE TO
REELECT DR. SOLL AS A TRUSTEE OF THE FUND.
<PAGE>
Information concerning the trustees of the Fund is set forth below.
<TABLE>
<CAPTION>
No. of Fund
Shares
Beneficially
Owned Di-
rectly or
Principal Occupation Indirectly
During Past Five Years Trustee on __________
Name and Address and Other Affiliations* Since 1998+
<S> <C> <C> <C>
CLASS A
Fred A. Deering*# Vice Chairman of the 1992 _______
Security Life Center Board of the INVESCO
1290 Broadway Funds and INVESCO
Denver, CO 80203 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. Age 70.
CLASS B
Larry Soll, Ph.D.# Retired. Formerly, 1991 __________
345 Poorman Road Chairman of the Board
Boulder, CO 80302 (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 ISIS
Pharmaceuticals, Inc. Age
55.
Class C
Hubert L. Harris, Jr.*++ Chairman and Trustee of ____ __________
1315 Peachtree Street, NE the Fund. Director of the
Atlanta, GA 30309 INVESCO Funds; Chairman
of the Board and Chief
Executive Officer of
INVESCO Services, Inc.;
Chief Executive Officer
of INVESCO Individual
Services Group; Director
of IFG and IDI; Trustee
of Treasurer's Series
Trust; and member of the
Executive Committee of
the Alumni Board of
Trustees of Georgia
Institute of Technology.
Age 54.
<PAGE>
John W. McIntyre# Retired. Formerly, Vice 1991 __________
7 Piedmont Center, Chairman of the Board of
Suite 100 Directors of The Citizens
Atlanta, GA 30305 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 and Golden Poultry
Co. Inc. Trustee of
INVESCO Treasurer's
Series Trust and Gables
Residential Trust. Age
67.
</TABLE>
All trustees and
executive officers as a
group --------
* As used in this Proxy Statement, the term "INVESCO Funds" refers to the
14 mutual funds, consisting of 48 separate portfolios, managed by IFG and
distributed by IDI.
# Member of the audit committee.
+ 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 sole
voting and investment power with respect to their respective Fund shares.
++ Because of his affiliation with IFG, the Fund's investment adviser, or
companies affiliated with IFG, this individual is deemed to be an "interested
person" of the Fund as that term is defined in the Investment Company Act of
1940, as amended (the "1940 Act").
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 the three 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 in
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, 1997, the trustees met ____
times and the audit committee met ____ times. [With the exception of
___________, who missed one trustee meeting and an audit committee meeting held
on the same day,] each trustee attended seventy-five percent or more of the
total meetings of the trustees and the committees of the trustees on which he
served that were held during the year.
Trustee Compensation
The following table sets forth, for the fiscal year ended October 31, 1997,
the compensation paid by the Fund to its independent trustees 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 and
INVESCO Treasurer's Series Trust (collectively, the "INVESCO Complex") (__ funds
<PAGE>
in total) to these trustees for services rendered in their capacities as
directors or trustees during the year ended December 31, 1997.
Aggregate Total Compensa-
Compensa- tion From INVESCO
Name of tion From Complex Paid To
Person Fund Trustees
Fred A. Deering $16,500 $113,350
John W. McIntyre 16,500 104,000
Larry Soll, Ph.D. 23,500 78,000
Total $56,500 $295,350
% of Net Assets 0.0107%1 0.0017%2
1Total as a percentage of the Fund's net assets as of October 31, 1997.
2Total as a percentage of the net assets of the INVESCO Complex as of
December 31, 1997.
The trustees who are not "interested person" of the Fund and of the other
funds in the INVESCO Complex, establish their own compensation from the Fund and
such other funds and are not paid by INVESCO or any affiliated company. Mr.
Harris, as an "interested person" of the Fund and of the other funds in the
INVESCO Complex, receives compensation as an officer or employee of INVESCO or
its affiliated companies, and does not receive any trustee's fees or other
compensation from the Fund or the other funds in the InVESCO Complex for his
service as director or trustee.
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 IFG are
required to file reports of their holdings and transactions in the Fund's shares
with the Securities and Exchange Commission (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, 1997, these persons have complied with all such filing
requirements.
Information Concerning INVESCO
Dan J. Hesser, president (since 1996) and chief operating officer (since
1997) of the Fund, is chairman of IFG and IDI and formerly, president and chief
executive officer (1997-1998) of IDI, president and chief executive officer
(1992-1998), executive vice president (1976-1998) and treasurer (1976-1988) of
IFG and president (1997-1998), director (1983-1998), executive vice president
(1984-1991), senior trust officer (1983-1991) vice president (1983-1984) and
treasurer (1976-1988) of INSTITUTIONAL Trust Company (formerly INVESCO Trust
Company) ("ITC"). Other officers of the Fund who are also officers of IFG are:
John Schroer, 32 years of age, vice president and portfolio manager (since 1996)
of the Fund and vice president (since 1998) and portfolio manager (since 1993)
of IFG (formerly, senior vice president (1996-1998), vice president (1995-1996)
and portfolio manager (1992-1998) of ITC, senior vice president (1992-1998) of
ITC, assistant vice president of Trust Company of the West, 1990- 1993); Ronald
L. Grooms, 51 years of age, treasurer and principal financial and accounting
officer of the Fund since 1991, senior vice president and treasurer of IFG and
IDI; and Glen A Payne, 50 years of age, secretary of the Fund since 1991 and
senior vice president, general counsel and secretary of IFG and IDI. The address
of the foregoing officers and directors of INVESCO is 7800 East Union Avenue,
Denver, Colorado 80237.
<PAGE>
The Fund's current and certain former trustees, as well as its Advisor and
various affiliates of the Advisor, are defendants in a suit brought by Advantage
Partners, L.P. in the U.S. District Court for the District of Colorado (Civil
Action No. 96-D-2824). The plaintiff, who has sued on behalf of both the Fund
and all of its shareholders on the ex-dividend date of the Fund's 1996 capital
gains distribution, challenges the manner in which the 1996 capital gains
distribution was made. Counsel for the defendants and plaintiff have reached a
settlement agreement in principal. The settlement is due to be submitted to the
Court for preliminary approval on July 17, 1998, subject to change. The Fund
will have no financial obligation under the settlement.
ITEM 2: RATIFICATION OR REJECTION OF SELECTION OF INDEPENDENT
ACCOUNTANTS
The trustees who are not "interested persons" of the Fund, as defined in
the 1940 Act, have selected Price Waterhouse LLP to continue to serve as
independent accountants of the Fund for the year ending October 31, 1998,
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.
The following summarizes Price Waterhouse LLP's audit services for the
fiscal year ended October 31, 1997: 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 trustees authorized all services performed by Price Waterhouse LLP. In
addition, the trustees annually review the scope of services to be provided by
Price Waterhouse LLP and consider the effect, if any, that performance of any
non-audit services might have on audit independence.
An audit committee, consisting of four independent trustees, meets
periodically with the Fund's independent accountants to review accounting and
reporting requirements.
THE TRUSTEES UNANIMOUSLY RECOMMEND THAT THE FUND'S SHAREHOLDERS VOTE IN
FAVOR OF ITEM 2.
ITEM 3: SHAREHOLDER PROPOSALS
The Fund has been notified that the following shareholders of the Fund
intend to present the proposals set forth below for consideration at the
Meeting.
The address and share ownership of each of the proponents will be
furnished by the Secretary of the Fund to any person, orally or in writing as
requested, promptly upon receipt of any oral or written request therefor.
<PAGE>
Shareholder Proposal A - Termination of Investment Adviser
Opportunity Partners, L.P. has submitted the following proposal:
RESOLVED: The Fund's investment advisory agreement with its
investment advisor ("INVESCO") shall be terminated.
THE BOARD OF TRUSTEES OF THE FUND RECOMMENDS A VOTE "AGAINST" THIS PROPOSAL FOR
THE REASONS SET FORTH IN "RESPONSES OF THE BOARD OF TRUSTEES TO SHAREHOLDER
PROPOSAL A" ON PAGES __ AND __ OF THIS PROXY STATEMENT, AND YOUR PROXY WILL BE
SO VOTED UNLESS YOU SPECIFY OTHERWISE.
SUPPORTING STATEMENT
The Fund has long traded at a very wide discount to its net asset value
("NAV"). Some measures that other closed-end funds have taken to address a
persistent discount include conversion to (or merging with) an open-end
fund, conducting tender offers at NAV, or buying shares in the market.
Thus far, management has resisted all of these measures. Recently, it has
instituted a guaranteed distribution policy which seems to have
temporarily narrowed the discount but seems to be inconsistent with the
Fund's objective of seeking long-term capital gains by investing in
volatile health science equities that pay minimal dividends. Also,
management has issued millions of new shares at prices well below NAV.
That increased INVESCO's fees but caused the Fund's NAV to fall by 4% in
1996, leading to a lawsuit that is still pending.
Management will undoubtedly offer many reasons for opposing this proposal,
but I believe the real reason is that the Fund is very lucrative to
INVESCO which likes to have its advisory fees rolling in year after year
like an annuity. Thus, we should not expect it to support any measure that
might reduce its fees -- like open-ending.
Shareholders should note that INVESCO also manages an open-end health
sciences fund which is very similar to our Fund. If the NAV of its open-
end fund increases by $1 per share, its shareholders are $1 richer. If the
NAV of our Fund goes up by $1, we benefit by less than $1. INVESCO, on
the other hand, gets the same fees in either case, so it doesn't really
"feel our pain."
<PAGE>
The obvious solution to this disparity is to merge our Fund into INVESCO's
open-end fund. INVESCO has never proposed such a merger, in my opinion,
because allowing shareholders an opportunity to redeem their shares at NAV
would threaten its fees. INVESCO's fees should be of no concern to us or
to the Board. However, the Trustees of the Fund have a cozy relationship
with INVESCO. In fact, the Chairman of the Board is an employee of
INVESCO. So how objective can the Board be?
As I see it, INVESCO is the main impediment to permanently narrowing the
Fund's discount. Decide for yourself if the arguments management makes in
opposition to this proposal are sincere or self-serving pretexts to
preserve its fees. I believe shareholders need an investment advisor who
is not averse to managing the Fund as an open-end fund. While passage of
this proposal would not result in open-ending the Fund, it would encourage
the Board to seek a qualified advisor who would support open-ending. If
INVESCO is unwilling to maximize shareholder value, then it deserves to be
replaced.
RESPONSE OF THE BOARD OF TRUSTEES TO SHAREHOLDER PROPOSAL A
The Fund's Board of Trustees, a majority of which has no relationship with
INVESCO other than serving as independent Trustees of certain of its Funds,
emphatically disagrees with Shareholder Proposal A, and urges you to vote
AGAINST it. The Board believes that this proposal is NOT in the best interests
of the Fund's shareholders. The president of the general partner of Opportunity
Partners, L.P. is Phillip Goldstein. Mr. Goldstein is known for his efforts to
"open-end" closed-end funds. Mr. Goldstein urges Fund shareholders to support
his proposal in order to eliminate the discount from net asset value at which
the Fund's shares have traded. However, simply put, terminating the Fund's
investment advisory agreement with INVESCO, by itself, will have absolutely no
effect on the price at which Fund shares trade in the market. (For the Board's
rationale supporting its attempts to address the discount issue see the RESPONSE
OF THE BOARD OF TRUSTEES TO SHAREHOLDER PROPOSAL B contained on pages __ - __ of
this proxy statement.)
The issue of whether INVESCO should be retained as the investment adviser
for the Fund is considered annually by the Board of Trustees. When the Trustees
last considered this matter on October 6, 1997, they unanimously determined to
continue the Fund's investment advisory agreement with INVESCO for another year.
Included in the extensive information concerning the Fund's operations that the
Trustees considered before making this determination was information comparing
the Fund's investment performance to other closed-end and open-end funds having
similar investment objectives and policies. After carefully considering the
Fund's performance record (see performance data set forth below), the Trustees
stated that they were "very pleased" with the investment performance that
INVESCO has achieved in managing the Fund's security portfolio, and with the
other services that INVESCO is providing the Fund as its investement adviser.
Thus, the Board of Trustees strongly believes there is absolutely no reason that
the Fund's investment advisory agreement with INVESCO should be terminated, and
that the Fund's shareholders should continue to rely on the Trustees' annual
review of INVESCO's advisory services for the Fund to determine whether INVESCO
should be retained as the Fund's investment adviser.
<PAGE>
The recent investment performance record of the Fund demonstrates that
INVESCO has achieved excellent performance in managing the Fund's portfolio. In
the Fund's most recent fiscal year, ending October 31, 1997, and for the
six-month period ending April 30, 1998, the Fund had total annual returns of
18.60% and 17.26%, respectively, based on net asset value, and 32.98% and
34.72%, respectively, based on market value. It is very important to note that
during these periods the Fund's returns compared favorably to the average
closed-end and open-end fund returns of 27.70% and 12.70%, respectively, in the
Lipper Health/Biotechnology fund category.1
In fact, beyond the excellent recent performance record of the Fund is the
fact that INVESCO has achieved excellent performance for the Fund over the
long-term. For the three- and five-year periods ending April 30, 1998, the Fund
had average annual returns of 28.92% and 23.18%, respectively, based on net
asset value and 38.36% and 24.79%, respectively, based on market value. Again,
it is very important to note that during these periods the Fund's returns
compared favorably to the average returns for closed-end and open-end funds of
26.11% and 22.48%, respectively, in the Lipper Health/Biotechnology fund
category. In addition, the Trustees point out that at the end of the Funds' 1996
and 1997 fiscal years, as a result of the Fund's excellent investment
performance over these periods, they were able to approve capital gains dividend
distributions amounting to $91,697,000 and $70,500,000, respectively, in the
aggregate, resulting in the payment of per share distributions of $4.473 and
$2.847 to Fund shareholders.
ACCORDINGLY, THE BOARD OF TRUSTEES UNANIMOUSLY RECOMMENDS THAT YOU VOTE
"AGAINST" SHAREHOLDER PROPOSAL A, AND YOUR PROXY WILL BE SO VOTED UNLESS YOU
SPECIFY OTHERWISE.
SHAREHOLDER PROPOSAL B - SHARE TRANSACTIONS AT NET ASSET VALUE
Advantage Partners, L.P. has submitted the following proposal:
RESOLVED, that shareholders of The Invesco Global Health Sciences Fund
("GHS" or "the fund"), assembled in person and by proxy, recommend that
the Board of Trustees expedite the process to ensure fund shares can be
purchased/sold at net asset value (NAV) daily. Suggested alternatives
include 1) conversion to an open-end investment company; or 2) a merger
with Invesco's existing open-end Health Sciences Fund.
- --------
1The Lipper Health/Biotechnology Fund category consists of _____ open-end
and closed-end funds which invest primarily in biotechnology and health care
companies, and is a component of the Lipper Mutual Fund Industry Average, which
is an average performance level of all mutual funds by category, as reported by
Lipper Analytical Services of New York.
<PAGE>
THE BOARD OF TRUSTEES OF THE FUND RECOMMENDS A VOTE "AGAINST" THIS PROPOSAL, AND
YOUR PROXY WILL BE SO VOTED UNLESS YOU SPECIFY OTHERWISE. (PLEASE SEE RESPONSE
OF THE BOARD OF TRUSTEES TO SHAREHOLDER PROPOSAL B, WHICH FOLLOWS THE NEXT
SUPPORTING STATEMENT IN THIS PROXY STATEMENT.)
SUPPORTING STATEMENT
In terms of shareholder returns, the closed-end structure has exacted more
costs than benefits over the fund's nearly six-year life. Your vote FOR
this proposal will be a vote to eliminate the wide discount to NAV at
which fund shares have persistently traded.
The benefits of open-ending far outweigh the detrimental cost caused by a
20% discount: A 25.0% BENEFIT VS. LESS THAN A 0.3% ON-GOING ANNUAL COST.
ONE-TIME CONVERSION COSTS (approximately 0.15% of NAV), and on-going
incremental expenses (probably 0.1%-0.3% annually) are inconsequential in
relation to the 25.0% price improvement that shareholders would receive as
the share price converges with NAV. Unless your investment horizon for
this fund is several decades, it is difficult to ignore this performance
tradeoff. The 20% discount level highlighted throughout this shareholder
proposal represents the average discount over the THREE-YEAR PERIOD prior
to the submission of this proposal in August 1997. The discount actually
stood at an even wider 21.1% on August 22, 1997, the day the proposal was
submitted.
LONG-TERM SHAREHOLDERS continue to be penalized the most by the closed-end
structure. This conclusion comes from more than 10 years of investing
professionally in closed-end funds. Development OF A PERSISTENT DISCOUNT
HAS COST SHAREHOLDERS APPROXIMATELY $100 MILLION in relation to NAV
performance. The discount has languished hear the 20% level for several
years with little reprieve.
The discount problem gets worse for long-term shareholders as time goes on
and NAV continues to grow. The insidious nature of a 20% discount is
manifested in a 40% performance gap when NAV doubles for original,
long-term shareholders. This means shareholders earn only a 60% return
while the NAV appreciates 100% from inception. GHS, as a closed-end fund,
is following this morbid scenario -- some reward for your loyalty. If you
purchased shares in the open market, you merely inherited the $100 million
plight of the original shareholders.
The closed-end format was worth trying, but perpetuating this structure
when cumulative shareholder returns are consistently impaired by the
discount makes little sense to us. As an open-end fund, shareholders could
redeem at NAV, an option not currently available to shareholders.
Review the graph on page 6 of the latest semi-annual report, dated April
30, 1997, which clearly shows that the fund's benchmark, the S&P
Healthcare Composite Index has far out paced fund share price. GHS has
been below average as an investment in comparison to its performance
yardstick.
<PAGE>
The Board has resisted taking action on suggestions by shareholders over
the years to open-end the fund without providing any economic
justification. In our opinion this is because the economics favoring
open-ending are overwhelming for shareholders, whereas retaining the
closed-end structure provides more certainty that management can continue
collecting approximately $5 million in fees annually. We urge you to see
through the arguments that are made to oppose our proposal.
Vote for your best interests not management's - Vote FOR this proposal.
RESPONSE OF THE BOARD OF TRUSTEES TO SHAREHOLDER PROPOSAL B
The Fund's Board of Trustees, a majority of which has no relationship with
INVESCO other than serving as independent Trustees of certain of its Funds,
emphatically disagrees with the foregoing shareholder proposal and urges you
vote AGAINST it. The Board believes that this proposal is not in the best
interest of the Fund's shareholders. The general partner of Advantage Partners,
L.P. is Adam Shapiro. Mr. Shapiro and Advantage Partners, L.P. are known for
seeking short-term profits as a result of buying shares of closed-end funds at a
discount, attempting to get the Boards of these closed-end funds to take
specific corporate action (for example, merging with another open-end fund) to
lower the discount and then selling their shares.
The Board of Trustees recognizes that "open-ending" would provide a
one-time, incremental benefit, through arbitraging the discount between the
Fund's net asset value and its market value. But that view is extremely
short-sighted, and assumes that most of the shareholders in the Fund are
arbitragers, rather than investors. The Board believes that most of the Fund's
shareholders are investors whose interests and time frames extend well beyond
making a one-time buck.
Investors in the Fund with a long-term time horizon have not been
disappointed. The investment performance of the Fund is set forth on page __ of
this proxy statement. The Fund's performance has been excellent, and has
produced healthy returns for the Fund's shareholders. In fact, $10,000 invested
in Fund shares in its initial public offering of shares on January 16, 1992,
assuming reinvestment of all capital gains dividend distributions in additional
Fund shares, would have been worth $22,654.59 on the basis of share net asset
value, and $20,644.15 on the basis of share market value, on April 30, 1998.
The proponents of open-ending argue that it is a sure way of eliminating
the discount. But this approach is a blunt instrument; it will eliminate the
discount, but it will also eliminate any possibility that shares of the Fund
could trade at a premium. During the last eighteen months, the Fund's shares
have traded at a discount of between ___% and ___% to net asset value,
significantly below previous levels.
Those who short-sightedly urge open-ending of the Fund conveniently forget
some facts. For example, investors know that closed-end funds usually trade
at a discount. Why would an investor buy a fund that trades at a discount to its
net asset value? The answer is that investors hope to receive a higher invest-
ment return from a closed-end fund than they could from an open-end mutual fund
that has significantly greater restrictions on its investments and management
techniques. For example, operating as a closed-end fund permits, but does not
require, the Fund to invest a much greater percentage of its assets in private
placement offerings (up to 25% of its total assets), than it could if it
operated as an open-end mutual fund. In addition, operating as a closed-end fund
permits, but does not require, the Fund to utilize investment techniques
(e.g., short sales of securities and hedging) that would be greatly restricted
or prohibited if it operated as an open-end mutual fund.
<PAGE>
The Board of Trustees has periodically considered ways to reduce the
discount without destroying the basic nature and investment flexibility of the
Fund. As a result of these considerations, on October 6, 1997, the Trustees
approved a fixed distribution policy, with quarterly payments that total 10% of
the net asset value of the Fund each year. SINCE ANNOUNCING THE PLAN TO
IMPLEMENT THE FUND'S FIXED DISTRIBUTION POLICY, THE FUND'S SHARE PRICE DISCOUNT
FROM NET ASSET VALUE HAS BEEN REDUCED FROM 18.53% ON OCTOBER 31, 1997 TO 8.19%
ON JUNE 3, 1998. THIS IS ONE OF THE LOWEST SHARE MARKET DISCOUNTS OF CLOSED-END
FUNDS HAVING SIMILAR INVESTMENT POLICIES TO THOSE OF THE FUND. This clearly is a
significant reduction in the discount. If the experience of other closed-end
funds with similar policies is any indication, there is an excellent chance that
the fixed distribution policy will help keep the Fund's discount at a lower
level that it has been at historically. The Board of Trustees has expressed its
intention to continue to work toward narrowing the discount consistent with the
best interests of Fund shareholders.
The proponents of open-ending the Fund imply with their proposals that
shareholders of the Fund have had no choice of alternative investment vehicles.
To the contrary, the shareholders of the Fund have had a meaningful investment
choice, and made it when they purchased Fund shares. Had shareholders wished to
invest in an open-end mutual fund, they could have easily invested in INVESCO's
Strategic Health Sciences Fund, an open-end mutual fund that already had a
five-year track record at the time the Fund was launched. For that matter, they
could have invested in any number of non-INVESCO open-end health care sector
mutual funds. The Fund was established as an alternative to these open-end
mutual funds. As noted above, it was designed to have greater flexibility in
both investments and management techniques than an open-end mutual fund. In part
this flexibility derives from the absence of investment restrictions that are
imposed on open-end mutual funds, and in part it comes from the assurance that
Fund assets will not dramatically increase or decrease because of unexpected,
sudden new purchases or redemptions of its shares.
The Board of Trustees believes that the Fund's shareholders have made
their choice to invest in the Fund rather than an open-end alternative because
they have recognized the possibility of additional investment returns due to the
investment flexibility that the Fund has, which open-end mutual funds cannot
match. Investors in the Fund have recognized this from the time that it
commenced operations in 1992. Messrs. Goldstein and Shapiro have ignored this
reality to mask their true goal: to achieve a short-term arbitrage profit for
themselves even though it would eliminate the market choice for other investors,
including most of the shareholders of the Fund.
ACCORDINGLY, THE BOARD OF TRUSTEES UNANIMOUSLY RECOMMENDS THAT YOU VOTE
"AGAINST" SHAREHOLDER PROPOSAL B, AND YOUR PROXY WILL BE SO VOTED UNLESS YOU
SPECIFY OTHERWISE.
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.
<PAGE>
SHAREHOLDER PROPOSALS
Proposals of shareholders which may be properly included in the proxy
solicitation material for the 1999 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 November 22, 1998.
By Order of the Trustees,
Glen A. Payne
Secretary
________ __, 1998
<PAGE>
TO BE SURE YOU ARE REPRESENTED, PLEASE SIGN, DATE AND RETURN PROMPTLY.
INVESCO GLOBAL HEALTH SCIENCES FUND
PROXY FOR THE ANNUAL MEETING OF SHAREHOLDERS
---------------------
The undersigned hereby appoints Fred Deering, Hubert L. Harris 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 INVESCO Global Health Sciences Fund (the
"Fund"), to be held at
- --------------------------------------------
_____________________________________________, Denver, Colorado _______ on
_______, ____________________, 1998 at _______ _.m. (Mountain 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 ____________________, 1998, 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 elect Larry Soll, Ph.D. to serve as the Class B
trustee of the Fund until the annual meeting of shareholders
in 2001 and until his successor is elected and qualified.
Vote on Trustee
For [__] Against [__] Abstain [__]
2. Proposal to ratify the selection of Price Waterhouse LLP as independent
accountants for the Fund for the fiscal year ending October 31, 1998.
Vote on Proposal
For [__] Against [__] Abstain [__]
THE BOARD OF TRUSTEES RECOMMENDS A VOTE "AGAINST":
3A. Shareholder proposal to terminate the Fund's investment
advisory agreement with its investment advisor (INVESCO).
Vote on Shareholder Proposal
For [__] Against [__] Abstain [__]
<PAGE>
3B. Shareholder proposal to recommend that the Board of Trustees either
convert the Fund to an open-end mutual fund or merge the Fund with an
existing open-end mutual fund.
Vote on Shareholder 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 ITEMS 1 AND 2 AND AGAINST ITEMS 3A AND 3B.
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.
