SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934
[Amendment No. ___]
Filed by the Registrant [X]
Filed by a party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted by
Rule 14a-6(e)(2))
[ ] Definitive Proxy Statement
[X] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Section 240.14a-11(c) or
Section 240.14a-12
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INVESCO GLOBAL HEALTH SCIENCES FUND
(Name of Registrant as Specified in its Charter)
N/A
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
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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 A
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1)
and 0-11.
1. Title of each class of securities to which transaction applies:
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2. Aggregate number of securities to which transaction applies:
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3. Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which
the filing fee is calculated and state how it was determined):
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4. Proposed maximum aggregate value of transaction:
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5. Total fee paid:
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[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange
Act Rule 0-11(a)(2) and identify the filing for which the offsetting
fee was paid previously. Identify the previous filing by
registration statement number, or the Form or Schedule and the date
of its filing.
1. Amount Previously Paid:
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2. Form, Schedule or Registration Statement No.:
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3. Filing Party:
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4. Date Filed:
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INVESCO GLOBAL HEALTH SCIENCES FUND
7800 East Union Avenue
Denver, Colorado 80237
(Toll Free) 1(800) 528-8765
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SUPPLEMENTAL PROXY STATEMENT
April 10, 2001
This Supplemental Proxy Statement is furnished in connection with a solicitation
of proxies made by, and on behalf of, the Board of Trustees of INVESCO Global
Health Sciences Fund ("Global Health Sciences Fund") to be used at the Annual
Meeting of Shareholders of the Global Health Sciences Fund ("Meeting"), to be
held on May 8, 2001 at 1:00 p.m. at 7800 East Union Avenue, Denver, Colorado
80237, the principal executive offices of Global Health Sciences Fund.
On March 19, 2001, a Proxy Statement (the "Proxy Statement"), was mailed to
shareholders of record as of March 9, 2001. This Supplemental Proxy Statement
sets forth a modification that substantively changes one of the terms of the
proposed reorganization of the Global Health Sciences Fund described in the
Proxy Statement, and is incorporated therein by reference. The Board of Trustees
requests that shareholders carefully consider this modification, and all
information contained in the Proxy Statement, in determining their vote. IN
LIGHT OF THE MODIFICATION SET FORTH IN THIS SUPPLEMENTAL PROXY STATEMENT,
SHAREHOLDERS THAT HAVE ALREADY VOTED THEIR SHARES ON PROPOSALS 1 AND 2 TO BE
CONSIDERED AT THE MEETING CAN EITHER RE-VOTE THEIR SHARES ON THE PROXY CARD
ENCLOSED HEREWITH, OR DISREGARD THE PROXY CARD ENCLOSED HEREWITH AND HAVE THEIR
SHARES VOTED AS INDICATED ON THEIR ORIGINAL PROXY CARD. UNLESS SHAREHOLDERS
SUBMIT A NEW PROXY CARD, SHARES VOTED ON THE ORIGINAL PROXY CARD DELIVERED WITH
THE PROXY STATEMENT WILL BE COUNTED IN DETERMINING THE PROPOSALS CONTAINED IN
THE PROXY STATEMENT AND COUNTED IN DETERMINING WHETHER A QUORUM IS REPRESENTED
AT THE MEETING. IF YOU HAVE NOT ALREADY VOTED YOUR SHARES ON THE PROXY CARD
ENCLOSED WITH THE PROXY STATEMENT, THE BOARD OF TRUSTEES REQUESTS THAT YOU
CONSIDER THE MODIFICATION SET FORTH IN THIS SUPPLEMENTAL PROXY STATEMENT, AS
WELL AS THE INFORMATION CONTAINED IN THE PROXY STATEMENT, AND VOTE YOUR SHARES
ON THE PROXY CARD ENCLOSED HEREWITH.
PROPOSED CONTINGENT DEFERRED SALES CHARGE TO BECOME A REDEMPTION FEE TO BE
RETAINED BY FUND
The Global Health Sciences Fund's Trustees and INVESCO Funds Group, Inc.
("INVESCO") have reconsidered the structure of the two percent (2%) Contingent
Deferred Sales Charge or "CDSC" referred to on pages 6, 11, 13, 17-22, and 29 of
the Proxy Statement. All references to "Contingent Deferred Sales Charge" or
"CDSC" contained in the Proxy Statement are hereby deleted and, as discussed
below, replaced with the term "Redemption Fee." As described in the Proxy
Statement, shareholders of the Global Health Sciences Fund, upon becoming
shareholders of the new open-end fund series of INVESCO Counselor Series Funds,
Inc. (the "New Fund"), would have been subject to a 2% CDSC if they redeemed
their shares of the New Fund within twelve months. This 2% CDSC would have been
retained by INVESCO in order to partially offset increased distribution costs
that it expects to incur as a result of the proposed Reorganization.
It is now proposed that the proceeds from the 2% fee, now referred to as a
Redemption Fee, should be retained by the New Fund, rather than INVESCO. The
purposes of this Redemption Fee primarily will be to discourage large scale
redemptions from the New Fund immediately following the Reorganization, and to
offset potentially increased New Fund operating costs likely to result should
substantial redemptions from the New Fund occur after the Reorganization. The
proposed Redemption Fee will result in redeeming shareholders of the New Fund
bearing at least a portion of these increased Fund operating expenses.
Therefore, with this modification INVESCO will be giving the New Fund the
opportunity to retain the proceeds from the Redemption Fee, should shareholders
approve Proposal 2.
INVESCO and the Global Health Sciences Fund's Trustees believe that this
modification to the terms of Proposal 2 is clearly in the best interests of
Global Health Sciences Fund shareholders because retention of the Redemption Fee
by the New Fund will serve as a direct financial benefit to the New Fund.
Shareholders having questions concerning the proposed Reorganization should
contact INVESCO Funds Group, Inc. toll-free at 1(800) 528-8765.
THE BOARD OF TRUSTEES UNANIMOUSLY RECOMMENDS A VOTE FOR
PROPOSALS 1 AND 2(A), 2(B) AND 2(C).
/s/ Glen A. Payne
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Glen A. Payne
Secretary
INVESCO Global Health Sciences Fund
Denver, Colorado
Dated: April 10, 2001
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 8, 2001
The undersigned hereby appoints Mark H. 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 offices of the Fund, 7800 East Union Avenue, Denver, Colorado, on Tuesday,
May 8, 2001 at 1:00 p.m. (Mountain 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 March
19, 2001, 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 TRUSTEES AND FOR PROPOSALS 2(a), 2(b) and 2(c),
and each element thereof.
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PLEASE MARK, SIGN, DATE AND RETURN THIS PROXY IN THE ACCOMPANYING ENVELOPE AS
SOON AS POSSIBLE, THANK YOU.
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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.
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HAS YOUR ADDRESS CHANGED? DO YOU HAVE COMMENTS?
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X PLEASE MARK VOTES
AS IN THIS EXAMPLE
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INVESCO GLOBAL HEALTH SCIENCES FUND
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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 With- For All
Nominees hold Except
1. Proposal to elect (01) Mark H.
Williamson and (02) Larry Soll, PhD as
Class B trustees of the Fund until the _____ _____ _____
annual meeting of shareholders in
2004, and until their successors are
elected and qualified.
Instruction: To withhold authority to vote for any nominee, mark the "For All
Except" box and strike a line through the nominee's name in the list above.
Your shares will be voted "For" the remaining nominee.
PROPOSAL 2
For Against Abstain
2(a). Approval of the proposed Agreement
and Plan of Reorganization. _____ _____ _____
2(b). Approval of the proposed new
Investment Advisory Agreement. _____ _____ _____
2(c). APPROVAL OF THE FOLLOWING NEW FUNDAMENTAL INVESTMENT
POLICIES OF NEW FUND RESULTING FROM REORGANIZATION.
2(c)(i). Fundamental Investment Restriction
Relating to Borrowing _____ _____ _____
2(c)(ii). Fundamental Investment
Restriction Relating to Issuer
Diversification _____ _____ _____
2(c)(iii). Fundamental Investment
Restriction Relating to Lending _____ _____ _____
2(c)(iv). Conforming Language of
Fundamental Investment Policies _____ _____ _____
2(c)(v). Fundamental Investment Restriction
Relating to Master-Feeder Structure _____ _____ _____
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: