SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a)
of the Securities Exchange Act of 1934
(Amendment No. )
[ X] Filed by the Registrant
[ ] 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
INVESCO GLOBAL HEALTH SCIENCES FUND
Payment of Filing Fee (Check the appropriate box):
[X ] 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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4. Proposed maximum aggregate value of transaction:
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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 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>
^ INVESCO GLOBAL HEALTH SCIENCES FUND
^ July 23, 1998
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Dear INVESCO Global Health Sciences Fund Shareholder:
We are pleased to enclose the Proxy Statement for the ^ August 27, 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 ^ PricewaterhouseCoopers LLP as the Fund's
Independent Accountants: Fund management proposes that ^
PricewaterhouseCoopers 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,
/s/ Dan J. Hesser
Dan J. Hesser
President
INVESCO Global Health Sciences Fund
^
<PAGE>
INVESCO GLOBAL HEALTH SCIENCES FUND
7800 East Union Avenue
Denver, Colorado 80237
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON ^ AUGUST 27, 1998
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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 ^
Thursday, August 27, 1998, at ^ 9:00 A.M., 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 ^
PricewaterhouseCoopers 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 ^ July 9,
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,
/s/ Glen A. Payne
Glen A. Payne
Secretary
Denver, Colorado
Dated: ^ July 23, 1998
<PAGE>
^
INVESCO 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 ^ AUGUST 27, 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 ^ 9:00 A.M., Mountain Time, on ^
Thursday, August 27, 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 ^ July 23, 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.
<PAGE>
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.
Shareholders of record of the Fund at the close of business on ^ July 9,
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, ^ 27,812,476 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.
<PAGE>
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.
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
disapprove, 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 ^
trustee's term will expire at the annual meeting of shareholders to be held on ^
August 27, 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.
No. of Fund
Shares
Beneficially
Owned Di-
rectly or
Principal Occupation Indirectly
During Past Five Years Trustee on^ July 9
Name and Address and Other Affiliations* Since 1998+
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Class A
- -------
Fred A. Deering*# Vice Chairman of the 1992 612
Security Life Center Board of the INVESCO
1290 Broadway Treasurer's Series Trust;
Denver, CO 80203 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 19,286
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.
<PAGE>
Class C
- -------
Hubert L. Harris, Jr.*++ Chairman and Trustee of 1996 2,673
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.
John W. McIntyre# Retired. Formerly, Vice 1991 ^11,115.387
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.
All trustees and ^33,686.387
executive officers as a
group
* As used in this Proxy Statement, the term "INVESCO Funds" refers to the
14 mutual funds, consisting of ^ 49 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").
<PAGE>
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 ^ 4 times
and the audit committee met ^ 2 times. 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") ^(49
funds 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.
<PAGE>
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.
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 ^ principle. The settlement is due to be submitted to
the Court shortly for preliminary approval ^. 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 ^ PricewaterhouseCoopers 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.
<PAGE>
The following summarizes ^ PricewaterhouseCoopers 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 ^ PricewaterhouseCoopers
LLP. In addition, the trustees annually review the scope of services to be
provided by ^ PricewaterhouseCoopers 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.
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 "^ RESPONSE OF THE BOARD OF TRUSTEES TO SHAREHOLDER
PROPOSAL A" ^ WHICH FOLLOWS THE NEXT SUPPORTING STATEMENT IN 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.
<PAGE>
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."
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 ^ proponent 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 ^ 13-14 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 ^ investment adviser.
Thus, the Board of Trustees strongly believes there is absolutely no reason that
<PAGE>
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. ^ 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.
^ For the fiscal year ending October 31, 1997, and for the six-month period
ending April 30, 1998, the average fund returns of the Lipper
Health/Biotechnology fund category(1) were 27.70% and 12.70%, respectively, ^
based on net asset value. ^ In fact, beyond the excellent recent performance
record of the Fund is the ^ performance that INVESCO has achieved ^ 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.
^ 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.(1) In addition, the Trustees
point out that at the end of the ^ Fund's 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.
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1The Lipper Health/Biotechnology Fund category consists of 10 open-end
mutual 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. During the same fiscal year end and six-month
periods, the average returns of the unmanaged Standard & Poor's Health Care
Composite Index were 35.16% and 29.42%, respectively. For the three- and
five-year periods ended April 30, 1998, the average annual total returns of this
index were 56.43% and 51.17%, respectively. The S&P Health Care Composite Index
is an unmanaged index of 30 companies in the health care industry. It is heavily
weighted toward large-capitalization pharmaceutical companies and is less
diversified than the Fund.
<PAGE>
SHAREHOLDER PROPOSAL B - SHARE TRANSACTIONS AT NET ASSET VALUE
Advantage Partners, L.P. has submitted the following proposal:
RESOLVED, that shareholders ^ recommend the Board of Trustees expedite the
process to ensure fund shares can be ^ purchased or sold at net asset value
(NAV) daily. ^ Suggestions include ^ conversion to an open-end ^ fund or a
merger with Invesco's ^ open-end ^ healthcare fund.
THE BOARD OF TRUSTEES OF THE FUND RECOMMENDS A VOTE "AGAINST" THIS PROPOSAL
FOR THE REASONS SET FORTH IN RESPONSE OF THE BOARD OF TRUSTEES TO SHAREHOLDER
PROPOSAL B, WHICH FOLLOWS THE NEXT SUPPORTING STATEMENT IN THIS PROXY STATEMENT,
AND YOUR PROXY WILL BE SO VOTED UNLESS YOU SPECIFY OTHERWISE.^
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 ^ sends a message to eliminate the wide discount to NAV at
which fund shares have persistently traded.
The benefits of open-ending ^ counteract the harm caused by the discount.
At a 20% discount^, A 25.0% BENEFIT ^ TO SHAREHOLDERS FAR OUTWEIGHS A LESS
THAN ^ 0.3% ^ ONGOING ANNUAL COST. One-time conversion costs (approximately
0.15% of NAV), and ^ ongoing incremental expenses (probably 0.1%-0.3%
annually) are inconsequential in relation to the 25.0% price improvement
that shareholders would ^ obtain as share and NAV converge. The 20%
discount level ^ represents the three-year average discount prior to the
proposal's submission in August 1997, at which time the discount was 21.1%.
LONG-TERM SHAREHOLDERS continue to be penalized the most by the closed-end
structure. This conclusion ^, based on more than 10 years of investing
professionally in closed-end funds^, is supported by extensive analysis.
The Board cannot oppose this proposal on the numbers because they
overwhelmingly favor open-ending.
The cost to shareholders from the discount languishing near the 20% level
for several years ^ was APPROXIMATELY $100 MILLION in relation to NAV
performance! Review the graph on page 4 of the 1997 annual report, which
shows the fund's benchmark, the S&P Healthcare Composite Index handily
outpacing the share price, making GHS below average in comparison to its
performance yardstick. The Board interprets the fund's performance as
"excellent" in its opposing statement. Excellent compared to what?
The discount problem gets worse for long-term shareholders as time goes on
and NAV ^ grows. The insidious nature of a 20% discount ^ leads to a 40%
performance gap when NAV doubles for original, long-term shareholders. ^
Therefore, shareholders earn only a 60% return while the NAV appreciates
100% from inception. ^ Ouch! Shareholders experienced this morbid scenario
^ in recent years because of the discount problem. Openending sends the
message, "Never again!"
The closed-end format was worth trying, but perpetuating this structure
makes little sense when ^ shareholder returns are consistently impaired by
the discount ^. Open-end shares are priced at NAV, an improvement from
today's share price that provides a long-lasting, rather than a "one-time",
benefit, as the opposition statement suggests. Similarly, the chronic
discount has been a six-year burden not a one-time cost.
<PAGE>
^ The Board resisted shareholder suggestions over the years to open-end the
fund ^ yet never provided any economic justification^ for inaction on the
$100 million discount problem. In our opinion, retaining the closed-end
structure ^ is more helpful to Invesco's approximately $5 million in annual
management fees ^. We urge you to see through the ^ attempt that ^ is 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 to
vote AGAINST it. The Board believes that this proposal is not in the best
interest of the Fund's shareholders. The ^ proponent 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.
The Board of Trustees ^ believes that "open-ending" would ^ be extremely
short-sighted^. The Fund's performance has been excellent, and has produced
healthy returns for the Fund's shareholders^ (see pages 11-12 of this proxy
statement for the Fund's performance as well as comparative performance
information).
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 ^ 23.677% and ^ 6.064% to net asset value^.
In the past several months, the discount has been 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 investment
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.
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.
<PAGE>
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^ AND CLEARLY ^ REPRESENTS A SIGNIFICANT REDUCTION
IN THE DISCOUNT. ^
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. ^ Approval of this proposal would eliminate that choice.
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.
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,
/s/ Glen A. Payne
Glen A. Payne
Secretary
^ July 23, 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
^ AUGUST 27, 1998
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 ^ the offices of the Fund, 7800 East Union Avenue,
Denver, Colorado 80237 on Thursday, August 27, 1998 at 9:00 a.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 ^ July 23, 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 [__] ^
2. Proposal to ratify the selection of ^ PricewaterhouseCoopers 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 [__]
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.
<PAGE>
PLEASE MARK, SIGN, DATE AND RETURN THIS PROXY IN THE ACCOMPANYING
ENVELOPE AS SOON AS POSSIBLE. THANK YOU.
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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.
