-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, AZsfGu3J967jyaO3DFDZfHUV8zgHL++pSvXBuaW8TRYhKviZF9uoFOOnxxfsC689 3pu3rBGN/HbAQYeGoE9eWQ== 0000880968-99-000002.txt : 20040415 0000880968-99-000002.hdr.sgml : 20040415 19990414163700 ACCESSION NUMBER: 0000880968-99-000002 CONFORMED SUBMISSION TYPE: DEF 14A PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19990510 FILED AS OF DATE: 19990414 DATE AS OF CHANGE: 19990415 FILER: COMPANY DATA: COMPANY CONFORMED NAME: INVESCO GLOBAL HEALTH SCIENCES FUND CENTRAL INDEX KEY: 0000880968 IRS NUMBER: 841186842 STATE OF INCORPORATION: MA FISCAL YEAR END: 1031 FILING VALUES: FORM TYPE: DEF 14A SEC ACT: 1934 Act SEC FILE NUMBER: 811-06479 FILM NUMBER: 99593746 BUSINESS ADDRESS: STREET 1: 7800 EAST UNION AVENUE CITY: DENVER STATE: CO ZIP: 80237 BUSINESS PHONE: 303-930-6671 MAIL ADDRESS: STREET 1: 7800 EAST UNION AVENUE CITY: DENVER STATE: CO ZIP: 80237 FORMER COMPANY: FORMER CONFORMED NAME: GLOBAL HEALTH SCIENCES FUND DATE OF NAME CHANGE: 19921229 DEF 14A 1 [INVESCO ICON] INVESCO GLOBAL HEALTH SCIENCES FUND April 12, 1999 ================================================================================ Dear INVESCO Global Health Sciences Fund Shareholder: We are pleased to enclose the Proxy Statement for the May 10, 1999 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 two proposals: 1. Election of one trustee: Fund management proposes that Fred A. Deering be reelected as Class A trustee; and 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. We appreciate your thoughtful consideration of these issues 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/ Mark H. Williamson -------------------------------- Mark H. Williamson President INVESCO Global Health Sciences Fund [INVESCO ICON] INVESCO GLOBAL HEALTH SCIENCES FUND 7800 East Union Avenue Denver, Colorado 80237 NOTICE OF ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON MAY 10, 1999 ================================================================================ 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 Four Seasons Hotel, 75 Fourteenth Street, Atlanta Georgia 30309, on Monday, May 10, 1999, at 11:00 a.m., Eastern Time, for the following purposes: 1. To elect one trustee to serve as a Class A trustee of the Fund until the annual meeting of shareholders in 2002 and until his successor is 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, 1999; and 3. 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 March 26, 1999, 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, sign and date 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. 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 independent 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: April 12, 1999 INVESCO GLOBAL HEALTH SCIENCES FUND 7800 East Union Avenue Denver, Colorado 80237 PROXY STATEMENT FOR ANNUAL MEETING OF SHAREHOLDERS TO BE HELD MAY 10, 1999 INTRODUCTION The enclosed proxy is being solicited by the trustees of INVESCO Global Health Sciences Fund (the "Fund"), for use at the annual meeting of shareholders (the "Meeting") to be held at 11:00 a.m., Eastern Time, on Monday, May 10, 1999. The Meeting will be held at the Four Seasons Hotel, 75 Fourteenth Street, Atlanta, Georgia 30309. The enclosed proxy will be used for the purposes described in the preceding notice and may also be used at any adjournment of the Meeting, if required. AN ANNUAL REPORT, INCLUDING FINANCIAL STATEMENTS FOR THE FUND FOR THE FISCAL YEAR ENDED OCTOBER 31, 1998, IS AVAILABLE WITHOUT CHARGE UPON REQUEST BY CALLING 1-800-528-8765 OR WRITING THE FUND AT P.O. BOX 173711, DENVER, CO 80217-3711. The approximate mailing date of proxies and this Proxy Statement is April 12, 1999. If the enclosed proxy is properly executed and returned in time to be voted at the Meeting, your shares will be voted according to the instructions you have marked on the proxy. If you sign the proxy but give no instructions, your shares will be voted FOR the nominee for trustee, and FOR Item 2. A majority of the shares of the Fund entitled to vote, represented in person or by proxy, will 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 Item 1. The affirmative vote of a majority of the shares represented at the meeting and entitled to vote shall determine Item 2. 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 approval of Item 2 requires the YES 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 does not have the discretion to vote the shares on 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. Shareholders of record of the Fund at the close of business on March 26, 1999 (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, 30,156,115 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. On the Record 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 mail, proxies may be solicited by officers of the Fund, by officers and employees of INVESCO Funds Group, Inc. ("IFG"), the Fund's investment adviser, and by officers and employees of INVESCO Distributors, Inc. ("IDI"), a broker-dealer subsidiary of IFG. These proxies may be solicited personally or by telephone or telegraph, without special compensation. IFG and IDI are referred to collectively as "INVESCO". 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. 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 ratify the selection of the Fund's independent accountants. An adjournment would require the YES 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 an adjournment is proposed in order to obtain the required shareholder vote on a particular proposal, the persons named as proxies will vote in favor of adjournment those shares which they are entitled to vote in favor of the proposal, and will vote against adjournment those shares required to be voted against the proposal. A shareholder vote may be taken on one 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 TRUSTEE 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. The Class A trustee's term will expire at the Meeting to be held on May 10, 1999; the Class B trustee's term will expire at the annual meeting of shareholders to be held in 2001; and the Class C trustees' terms will expire at the annual meeting of shareholders to be held in 2000. At the Meeting, the Class A trustee is to be elected to hold office until the 2002 annual meeting of shareholders and until his successor is elected and qualified. The nominee, Fred A. Deering, has consented to serve if reelected, and no circumstances now known will prevent the nominee 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 MR. DEERING AS A TRUSTEE OF THE FUND. Information concerning the trustees of the Fund is set forth below.
No. of Fund Shares Beneficially Owned Directly Principal Occupation During Past Trustee or Indirectly on Name and Address Five Years and Other Affiliations* Since March 26, 1999+ - ------------------------------------------------------------------------------------------- Class A Vice Chairman of the Board of the 1992 523.070 Fred A. Deering# INVESCO Funds and INVESCO Security Life Center Treasurer's Series Trust; 1290 Broadway formerly Chairman of the Denver, CO 80203 Executive Committee and Chairman of the Board of Security Life of Denver Insurance Company, Denver, Colorado; Director of ING American Holdings Company and First ING Life Insurance Company of New York. Age 71 Class B Retired. Formerly, Chairman of 1991 11,842.00 Larry Soll, Ph.D.# the Board (1987 to 1994), Chief 345 Poorman Road Executive Officer (1982 to 1989; Boulder, CO 80302 1993 to 1994) and President (1982 to 1989) of Synergen Inc. (a biotechnology company), Boulder, Colorado. Director of Synergen since its incorporation in 1982. Director of ISIS Pharmaceuticals, Inc. Director of INVESCO Funds and trustee of INVESCO Treasurer's Series Trust. Age 56. Class C Retired. Formerly, Vice Chairman 1991 11,969.442 John W. McIntyre# of the Board of Citizens and 7 Piedmont Center, Southern Corporation and Chairman Suite 100 of the Board and Chief Executive Atlanta, GA 30305 Officer of Citizens and Southern Georgia Corp. and Citizens and Southern National Bank. Director of the INVESCO Funds and Kaiser Foundation Health Plan of Georgia, Inc. Trustee of INVESCO Treasurer's Series Trust, Gables Residential Trust, Employee's Retirement System of GA, Emory University, and J.M. Tull Charitable Foundation. Age 68. Class C Chairman and Chief Executive 1991 (Mr. Brady 0 Charles W. Brady++ Officer of AMVESCAP PLC, London, did not serve as a Chairman of the Board England, and of various trustee between 1315 Peachtree subsidiaries thereof, Chairman of 2/28/1997 and Street, NE the Board of the INVESCO Funds 8/3/1998) Atlanta, GA 30309 and INVESCO Treasurer's Series Trust. Age 64. All trustees and executive officers 24,334.512 as a group
* As used in this Proxy Statement, the term "INVESCO Funds" refers to the 14 mutual funds, consisting of 51 separate portfolios, managed by IFG and distributed by IDI, excluding the Fund. # 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 Board of Trustees is the audit committee. The audit committee, consisting of 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, 1998, the trustees met four times and the audit committee met two 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 shows the compensation paid by the Fund to its three independent trustees for their services as trustees of the Fund in the fiscal year ended October 31, 1998. The following table also shows the total compensation paid by the Fund, the INVESCO Funds, and INVESCO Treasurer's Series Trust (collectively, the 54 portfolios of the "INVESCO Complex", including the Fund) to these trustees for their services as directors or trustees during the year ended December 31, 1998. COMPENSATION TABLE AMOUNTS PAID DURING THE MOST RECENT FISCAL YEAR BY THE FUND TO TRUSTEES
Benefits Total Compensation Aggregate Accrued as Estimated Annual from the Fund and Compensation Part of Fund Benefits Upon INVESCO Complex Name of Person from the Fund Expenses(2) Retirement(3) Paid to Trustees - ------------------------------------------------------------------------------- Fred A. Deering $19,000 $0.00 $0.00 $103,700 John W. Mcintyre(1) $20,000 $0.00 $0.00 $98,500 Dr. Larry Soll $19,000 $0.00 $0.00 $96,000 TOTAL $58,000 $0.00 $0.00 $298,200 AS A PERCENTAGE 0.0099%(4) 0.0014%(5) OF NET ASSETS
(1) The chairman of the audit committee receives compensation for serving in such capacity in addition to the compensation paid to all Independent Trustees. 2) Represents benefits accrued with respect to the Defined Benefit Deferred Compensation Plan discussed below, and not compensation deferred at the election of the trustees. This plan was adopted by the Board of Trustees on October 12, 1998. As of October 31, 1998, the Fund's fiscal year end, no benefits had begun accruing to eligible trustees. (3) These figures represent the Fund's estimated annual benefits payable upon the trustee's retirement. These estimated benefits assume retirement at age 72 and that the basic retainer payable to the trustees will be adjusted periodically for inflation. This results in lower estimated benefits for trustees who are closer to retirement and higher estimated benefits for trustees who are farther from retirement. Each of these trustees has served as a trustee for the minimum five-year period required to be eligible to participate in the Defined Benefit Deferred Compensation Plan. (4) Total as a percentage of Fund's net assets as of October 31, 1998. (5) Total as a percentage of the INVESCO Complex's net assets as of December 31, 1998. The trustees who are not "interested persons" of the Fund (as defined under federal law) and of the other funds in the INVESCO Complex (the "Independent Trustees"), establish their own compensation from the Fund and other funds in the INVESCO Complex and are not paid by INVESCO or any affiliated company. Mr. Brady, as an "interested person" of the Fund and of other funds in the INVESCO Complex, receives compensation as an officer of companies affiliated with INVESCO, but does not receive any trustee fees or other compensation from the Fund or from other funds in the INVESCO Complex for his service as a trustee or director. On October 12, 1998, the board of trustees of the Fund adopted a Defined Benefit Deferred Compensation Plan (the "Plan") for the Independent Trustees of the Fund. Under the Plan, each trustee who is not an interested person of the Fund (as defined in Section 2(a)(19) of the 1940 Act), and who has served for at least five years (a "Qualified Trustee") is entitled to receive four quarterly payments during the first twelve months after his retirement, with each payment to be equal to 25 percent of the sum of the annual basic retainer and annualized quarterly board meeting fees payable by the Fund to the Independent Trustee on his retirement (the "First Year Retirement Benefit"). As of October 31, 1998, the Fund's fiscal year end, no benefits had begun accruing to eligible trustees. Trustees normally retire at age 72, or age 73, 74, or 75, if the retirement date is extended by the Board. In no event may a trustee retire later than the last day of the calendar quarter in which the trustee's seventy-fifth birthday occurs. Beginning with the first anniversary of the Qualified Trustee's retirement, and beginning as of the retirement of an Independent Trustee whose retirement is after the date of the last day of the calendar quarter in which such trustee's seventy-fifth birthday occurred, the Independent Trustee will receive, for the remainder of his life, a benefit (the "Benefit"), payable quarterly, with each quarterly payment to be equal to 12.50 percent of the sum of the annual basic retainer and annualized quarterly board meeting fees payable by the Fund to the Independent Trustee on his retirement. If an Independent Trustee's service as a trustee is terminated because of his death after the last day of the calendar quarter in which such trustee's seventy-second birthday occurred and before the last day of the calendar quarter in which such trustee's seventy-fifth birthday occurs, the designated beneficiary of the Independent Trustee will receive the First Year Retirement Payments and will, beginning with the quarter following the quarter in which the last First Year Retirement Payment is made, receive the Benefit for a period of ten years, with quarterly payments to be made to the designated beneficiary. If an Independent Trustee's service as a trustee is terminated because of his death before the last day of the calendar quarter in which such trustee's seventy-second birthday occurs or after the last day of the calendar quarter in which such trustee's seventy-fifth birthday occurred, the designated beneficiary of the Independent Trustee will receive the Benefit for a period of ten years, with quarterly payments to be made to the designated beneficiary beginning in the first quarter following the trustee's death. If an Independent Trustee's service as a trustee is terminated because of his disability after the last day of the calendar quarter in which such trustee's seventy-second birthday occurred and before the last day of the calendar quarter in which such trustee's seventy-fifth birthday occurs, the Independent Trustee will receive the First Year Retirement Payments and will, beginning with the quarter following the quarter in which the last First Year Retirement Payment is made, receive the Benefit for the remainder of his life, with quarterly payments to be made to the disabled Independent Trustee. If the disabled Independent Trustee should die before the First Year Retirement Payments are completed and before forty quarterly Benefit payments are made, such payments will continue to be made to the Independent Trustee's designated beneficiary until the aggregate of the First Year Retirement Payments and forty quarterly Benefit payments have been made to the disabled Independent Trustee and the trustee's designated beneficiary. If an Independent Trustee's service as a trustee is terminated because of his disability before the last day of the calendar quarter in which such trustee's seventy-second birthday occurs or after the last day of the calendar quarter in which such trustee's seventy-fifth birthday occurred, the Independent Trustee will receive the Benefit for the remainder of his life, with quarterly payments to be made to the disabled Independent Trustee beginning in the first quarter following the trustee's termination for disability. If the disabled Independent Trustee should die before forty quarterly payments are made, payments will continue to be made to the Independent Trustee's designated beneficiary until the aggregate of forty quarterly payments has been made to the disabled Independent Trustee and the trustee's designated beneficiary. Any question involving entitlement to payments under or the administration of the Plan will be referred to a four-person committee (the "Committee") composed of three Independent Trustees designated by all of the Independent Trustees of the Trust and one trustee of the Trust who is not an Independent Trustee, designated by the non-Independent Trustees. Except as otherwise provided, the Committee will make all interpretations and determinations necessary or desirable for the Plan's administration, and such interpretations and determinations will be final and conclusive. Committee members will be elected annually. The Committee will represent and act on behalf of the Trust in respect of the Plan and, subject to the other provisions of the Plan, the Committee may adopt, amend or repeal bylaws or other regulations relating to the administration of the Plan, the conduct of the Committee's affairs, its rights or powers, or the rights or powers of its members. The Committee will report to the Independent Trustees and to the Board from time to time on its activities in respect of the Plan. The Committee or persons designated by it will cause such records to be kept as may be necessary for the administration of the Plan. The cost of the Plan is paid by the Trust. A Deferred Fee Agreement for Independent Trustees became effective on January 1, 1999. Pursuant to the Deferred Fee Agreement, the Independent Trustees may defer receipt of a portion of the compensation which they would otherwise have been paid as trustees of the Fund. The deferred amount is invested in shares of the Fund. Each Independent Trustee may therefore be deemed to have an indirect interest in shares of the Fund, in addition to any Fund shares he may own directly or beneficially. 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 INVESCO are required to file reports of their holdings and transactions in the Fund's shares with the Securities and Exchange Commission 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, 1998, these persons have complied with all such filing requirements. INFORMATION CONCERNING INVESCO INVESCO Funds Group, Inc. ("IFG"), a Delaware corporation incorporated in 1932, serves as adviser to 52 investment company portfolios, including the Fund. These funds had aggregate assets of approximately $21.1 billion as of February 28, 1999. In addition, IFG provides investment management services to private clients. INVESCO Distributors, Inc. ("IDI") is a wholly owned subsidiary of IFG. Both companies are indirect subsidiaries of AMVESCAP PLC, an international investment management company that managed approximately $275 billion in assets as of December 31, 1998. AMVESCAP PLC is based in London with money managers located in Europe, North America, South America and Asia. One of the trustees of the Fund is affiliated with INVESCO. Charles W. Brady, the current Chairman of the Fund, is also Chairman and Chief Executive Officer of AMVESCAP PLC and a director of various subsidiaries thereof. Mark H. Williamson, President and Chief Operating Officer of the Fund since 1998, is Chairman, President and Chief Executive Officer of IFG and IDI; formerly, Chairman and CEO of NationsBanc Advisors, Inc. (1995-1997 ) and Chairman of NationsBanc Investments, Inc. (1997-1998). Other officers of the Fund who are also officers of IFG are: John R. Schroer, 34 years of age, Senior Vice President and portfolio manager (since 1996) of the Fund and Senior Vice President (since 1998) and portfolio manager (since 1993) of IFG, Senior Vice President (1996-1998) of INVESCO Trust Company, Vice President (1995-1996), Assistant Vice President of Trust Company of the West, (1990-1993); Ronald L. Grooms, 52 years of age, Treasurer and Principal Financial and Accounting Officer of the Fund since 1991, Senior Vice President, Director, and Treasurer of IFG and IDI; and Glen A. Payne, 51 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 is INVESCO Funds Group, Inc., 7800 East Union Avenue, Denver, Colorado 80237. On December 6, 1996, Advantage Partners, L.P. filed an action, individually and derivatively on behalf of the Fund, against INVESCO Trust Company (the former name of the adviser to the Fund), INVESCO Funds Group, Inc., INVESCO PLC (the predecessor to AMVESCAP PLC), and the Fund's trustees. The suit was filed in the federal court for the District of Colorado, Case No. 96-D-2824. Plaintiff alleged violations of Sections 36(b) and 48(a) of the 1940 Act and state law (including an alleged breach of fiduciary duty against the Fund's adviser and the trustees) concerning the Fund's capital gain distribution declared for the fiscal year ended October 31, 1996, and other alleged action or inaction by the Fund's adviser or the trustees. This case was settled and dismissed with prejudice on February 19, 1999. The Court retains jurisdiction over the matter until the final implementation of the settlement. The settlement required no payment by the Fund, and the Fund, the trustees and INVESCO denied any wrong doing. ITEM 2: RATIFICATION OR REJECTION OF SELECTION OF INDEPENDENT ACCOUNTANTS The Independent Trustees have selected PricewaterhouseCoopers LLP to continue to serve as independent accountants of the Fund for the year ending October 31, 1999. This selection is subject to ratification by the Fund's shareholders at the Meeting. This firm has no direct financial interest or material indirect financial interest in the Fund or INVESCO. Representatives of PricewaterhouseCoopers LLP are not expected to attend the Meeting. PricewaterhouseCoopers LLP performed the following audit services for the fiscal year ended October 31, 1998. o audit of annual financial statements o preparation of the Fund's federal and state income tax returns o preparation of the Fund's federal excise tax return o consultation with the Fund's audit committee o 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. The audit committee of the Fund, consisting of three independent trustees, meets periodically with PricewaterhouseCoopers LLP to review accounting and reporting requirements. THE TRUSTEES UNANIMOUSLY RECOMMEND THAT THE FUND'S SHAREHOLDERS VOTE IN FAVOR OF ITEM 2. 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 2000 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 30, 1999. By Order of the Trustees, /s/ Glen A. Payne -------------------------- Glen A. Payne Secretary April 12, 1999 TO BE SURE YOU ARE REPRESENTED, PLEASE SIGN, DATE AND RETURN PROMPTLY. INVESCO GLOBAL HEALTH SCIENCES FUND PROXY FOR THE ANNUAL MEETING OF SHAREHOLDERS MAY 10, 1999 The undersigned hereby appoints Mark Williamson 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 Shareholders of INVESCO Global Health Sciences Fund (the "Fund"), to be held at the Four Seasons Hotel, 75 Fourteenth Street, Atlanta, Georgia 30309, on Monday, May 10, 1999, at 11:00 AM (Eastern Time) and at any adjournment thereof, upon the matters set forth on the reverse side, all in accordance with and as more fully described in the Notice of Annual Meeting and Proxy Statement, dated April 12, 1999, receipt of which is hereby acknowledged. 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 THE ELECTION OF THE TRUSTEE AND FOR ITEM 2. - ------------------------------------------------------------------------------ PLEASE MARK, SIGN, DATE AND RETURN THIS PROXY IN THE ACCOMPANYING ENVELOPE AS SOON AS POSSIBLE. THANK YOU. ============================================================================== 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. - ------------------------------------------------------------------------------ HAS YOUR ADDRESS CHANGED? DO YOU HAVE ANY COMMENTS? _______________________________ _____________________________ _______________________________ _____________________________ _______________________________ _____________________________ (X) PLEASE MARK VOTES AS IN THIS EXAMPLE --------------------------------------------------------------------- INVESCO GLOBAL HEALTH SCIENCES FUND --------------------------------------------------------------------- THIS PROXY IS SOLICITED BY THE BOARD OF TRUSTEES CONTROL NUMBER: Please be sure to sign and date this Proxy Date ----------- -----Shareholder sign here------- --------Co-owner sign here-----------
THE BOARD OF TRUSTEES RECOMMENDS A VOTE "FOR": For Withhold 1. Proposal to elect Fred A. Deering to serve as a Class A trustee of the Fund until the annual ____ ______ meeting of shareholders in 2002 and until his successor is elected and qualified. For Against Abstain 2. Proposal to ratify the selection of PricewaterhouseCoopers LLP as independent ____ ______ ______ accountants for the Fund for the fiscal year ending October 31, 1999.
In their discretion, the Proxies are authorized to vote upon such other business as may properly come before the meeting or any adjournment thereof. Mark box at right if an address change or comment has been noted on the reverse side of this card. _____ RECORD DATE SHARES: - ------------------------------------------------------------------------------ -----END PRIVACY-ENHANCED MESSAGE-----