CIM HIGH YIELD SECURITIES
ONE EXCHANGE PLACE
BOSTON, MASSACHUSETTS 02109
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON SEPTEMBER 25, 1996
To the Shareholders of
CIM HIGH YIELD SECURITIES:
Notice is hereby given that the Annual Meeting of Shareholders
of CIM
High Yield Securities (the "Fund"), a Massachusetts business
trust, will
be held at the offices of Chancellor Trust Company, 1166 Avenue of
the
Americas, New York, New York 10036, at 10:00 a.m., on September
25, 1996,
for the following purposes:
1. To elect two (2) Trustees of the Fund (PROPOSAL 1).
2. To ratify the selection of KPMG Peat Marwick LLP as
independent
auditors for the Fund for the fiscal year ending
December 31,
1996 (PROPOSAL 2).
3. To approve or disapprove a new Advisory Agreement
between the
Fund and Chancellor LGT Asset Management, Inc. effective
upon
the completion of the purchase by a wholly-owned
subsidiary of
Liechtenstein Global Trust, AG of Chancellor Capital
Management, Inc., and its subsidiaries including
Chancellor
Trust Company, the current adviser to the Fund, (the
"Transaction"), as further described in the Proxy
Statement
attached hereto. Notwithstanding shareholder approval,
the new
Advisory Agreement will not be executed, and the
existing
Advisory Agreement will remain in effect, unless and
until the
Transaction is consummated (PROPOSAL 3).
4. To transact such other business as may properly come
before the
meeting or any adjournment thereof.
The Board of Trustees has fixed the close of business on
August 2,
1996, as the record date for the determination of shareholders
entitled to
notice of and to vote at the meeting.
By order of the Board of
Trustees,
PATRICIA L. BICKIMER
Secretary
August 27, 1996
SHAREHOLDERS WHO DO NOT EXPECT TO ATTEND THE MEETING ARE
REQUESTED
TO PROMPTLY COMPLETE, SIGN, DATE AND RETURN THE PROXY CARD IN
THE
ENCLOSED ENVELOPE WHICH NEEDS NO POSTAGE IF MAILED IN THE
CONTINENTAL
UNITED STATES. INSTRUCTIONS FOR THE PROPER EXECUTION OF PROXIES
ARE SET
FORTH ON THE INSIDE COVER.
INSTRUCTIONS FOR SIGNING PROXY CARDS
The following general rules for signing proxy cards may be of
assistance to you and avoid the time and expense to the Fund
involved in
validating your vote if you fail to sign your proxy card properly.
1. Individual Accounts: Sign your name exactly as it appears
in the
registration on the proxy card.
2. Joint Accounts: Either party may sign, but the name of the
party
signing should conform exactly to a name shown in the
registration.
3. All Other Accounts: The capacity of the individual signing
the
proxy should be indicated unless it is reflected in the form of
registration. For example:
REGISTRATION VALID
SIGNATURE
CORPORATE ACCOUNTS
(1) ABC Corp. ABC Corp.
(2) ABC Corp. John Doe,
Treasurer
(3) ABC Corp.
c/o John Doe, Treasurer John Doe
(4) ABC Corp. Profit Sharing Plan John Doe,
Trustee
TRUST ACCOUNTS
(1) ABC Trust Jane B. Doe,
Trustee
(2) Jane B. Doe, Trustee Jane B. Doe
u/t/d 12/28/78
CUSTODIAL OR ESTATE ACCOUNTS
(1) John B. Smith, Cust.
f/b/o John B. Smith, Jr. UGMA John B. Smith
(2) John B. Smith John B. Smith,
Jr., Executor
CIM HIGH YIELD SECURITIES
ONE EXCHANGE PLACE
BOSTON, MASSACHUSETTS 02109
ANNUAL MEETING OF SHAREHOLDERS
SEPTEMBER 25, 1996
PROXY STATEMENT
This Proxy Statement is furnished in connection with the
solicitation
of proxies by the Board of Trustees of CIM High Yield Securities
(the
"Fund") for use at the Annual Meeting of Shareholders of the Fund
to be
held at 10:00 a.m., on September 25, 1996, at the offices of
Chancellor
Trust Company ("CTC"), 1166 Avenue of the Americas, New York, New
York,
10036 and at any adjournments thereof (collectively, the
"Meeting"). A
Notice of Annual Meeting of Shareholders and a proxy card
accompany this
Proxy Statement. Proxy solicitations will be made primarily by
mail, but
such solicitations may also be made by telephone, telegraph or
personal
interviews conducted by officers or employees of the Fund; CTC,
the
investment adviser of the Fund; and First Data Investor Services
Group,
Inc. ("FDISG"), the administrator and transfer agent of the Fund,
or any
of their affiliates. The costs of proxy solicitation and expenses
incurred
in connection with the preparation of this Proxy Statement and its
enclosures will be paid by the Fund and by Chancellor Capital
Management,
Inc., the corporate parent of CTC. The Fund will also reimburse
brokerage
firms and others for their expenses in forwarding solicitation
material to
the beneficial owners of Fund shares. The Fund's most recent
annual and
semi-annual reports are available upon request, without charge, by
writing
to First Data Investor Services Group, Inc., One Exchange Place,
P.O. Box
1376, Boston, Massachusetts, 02109 or calling 1-800-331-1710. This
Proxy
Statement and the form of proxy will first be mailed to
shareholders on or
about August 27, 1996.
If the enclosed proxy is properly executed and returned in
time to be
voted at the Meeting, the shares represented thereby will be voted
in
accordance with the instructions marked thereon. Unless
instructions to
the contrary are marked thereon, a proxy will be voted FOR the
election of
the nominees as Trustees, FOR the selection of auditors, FOR the
approval
of the new Advisory Agreement and FOR any other matters deemed
appropriate. Proxies that reflect abstentions and "broker non-
votes"
(i.e., shares held by brokers or nominees as to which (i)
instructions
have not been received from the beneficial owners or the persons
entitled
to vote and (ii) the broker or nominee does not have discretionary
voting
power on a particular matter) will be counted as shares that are
present
and entitled to vote on the matter for purposes of determining the
presence of a quorum. With respect to the election of Trustees and
the
selection of auditors, neither abstentions nor broker non-votes
have any
effect on the outcome. With respect to certain proposals
(including the
approval of a new Advisory Agreement), abstentions and broker non-
votes
have the effect of a negative vote on the proposal. Any
shareholder who
has given a proxy has the right to revoke it at any time prior to
its
exercise either by attending the Meeting and voting his or her
shares in
person, or by submitting a letter of revocation or a later-dated
proxy to
the Fund at the above address prior to the date of the Meeting.
In the event that a quorum is not present at the Meeting, or
in the
event that a quorum is present at the Meeting but sufficient votes
to
approve any of the proposals are not received, the persons named
as
proxies may propose one or more adjournments of the Meeting to
permit
further solicitation of proxies. Any such adjournment will require
the
affirmative vote of a majority of those shares represented at the
Meeting
in person or by proxy. If a quorum is present, the persons named
as
proxies will vote those proxies which they are entitled to vote
FOR all
the proposals to be considered at the adjourned meeting in favor
of such
an adjournment, and will vote those proxies required to be voted
AGAINST
any such proposal against any such adjournment. A shareholder vote
may be
taken on one or more of the proposals in this Proxy Statement
prior to any
such adjournment if sufficient votes have been received for
approval.
Under the By-Laws of the Fund, a quorum is constituted by the
presence in
person or by proxy of the holders of more than 50% of the
outstanding
shares of the Fund entitled to vote at the Meeting.
The close of business on August 2, 1996, has been fixed as the
record
date for the determination of shareholders entitled to notice of
and to
vote at the Meeting and all adjournments thereof.
The Fund has one class of shares of beneficial interest, par
value
$.01 per share. On the record date, August 2, 1996, there were
5,621,639
shares outstanding (the "Shares"). Each of such Shares is entitled
to one
vote at the Meeting, and fractional Shares are entitled to
proportionate
shares of one vote. To the knowledge of the Board of Trustees, as
of
August 2, 1996, no single shareholder or "group" (as that term is
used in
Section 13(d) of the Securities Exchange Act of 1934 (the "1934
Act"))
beneficially owned more than 5% of the Fund's outstanding Shares.
Information as to beneficial ownership is based on reports filed
with the
Securities and Exchange Commission ("SEC") by such holders.
As of August 2, 1996, Cede & Co., a nominee partnership of
Depository
Trust Company, located at 7 Hanover Square, New York, New York
10004, held
4,913,306 or 87.40% of the Fund's Shares. Of the shares held by
Cede &
Co., Smith Barney Inc., located at American Express Tower, World
Financial
Center, New York, New York 10285, held 1,724,697 or 30.70% of the
Fund's
Shares; Prudential Securities Incorporated, located at 100 Gold
Street,
New York, New York 10292 held 468,683 or 8.34% of the Fund's
Shares;
Interstate/Johnson Lane Corporation, located at Interstate Tower,
P.O. Box 1012, Charlotte, North Carolina 28201, held 377,627 or
6.72%
of the Fund's Shares and Merrill Lynch, Pierce, Fenner & Smith
Incorporated, located at North Tower, World Financial Center, New
York,
New York 10281, held 437,786 or 7.88% of the Fund's Shares.
As of August 2, 1996, the Trustees and officers as a group
owned less
than 1% of the Fund's outstanding Shares.
In order that your Shares may be represented at the Meeting,
you are
requested to:
-- indicate your instructions on the proxy card;
-- date and sign the proxy card;
-- mail the proxy card promptly in the enclosed envelope which
requires no postage if mailed in the continental United
States; and
-- allow sufficient time for the proxy to be received on or
before
5:00 p.m., on September 24, 1996.
PROPOSAL 1: ELECTION OF TRUSTEES.
At the Meeting, two (2) of the four Trustees of the Fund are
to be
elected, each to hold office for a period of three years and until
his
successor is elected and qualified. The Board of Trustees is
divided into
three classes. Each year the term of office of one class will
expire. Each
nominee is currently a Trustee of the Fund and has indicated that
he will
serve, if elected, but if either nominee should be unable to
serve, the
proxy will be voted FOR any other person determined by the persons
named
in the proxy in accordance with their judgment.
SHARES OF
THE FUND
NAME, AGE, PRINCIPAL OCCUPATION SERVED AS
BENEFICIALLY
AND OTHER DIRECTORSHIPS+ A TRUSTEE
OWNED AS OF
DURING THE PAST FIVE YEARS SINCE
AUGUST 2, 1996
DR. DONALD RATAJCZAK, age 53 ................ 1987
4,877
Chairman of the Board of Trustees; Director,
Economic Forecasting Center, Georgia State
University; Professor, Georgia State
University; Director, Morrison Fresh Cooking;
Director, Ruby Tuesday, Inc.; Director,
Morgan, Keegan & Company.
*ROBERT G. WADE, JR., age 69 ................ 1987
1,959
Trustee; Chairman of the Board, CTC, Chancellor
Capital Management, Inc. and Chancellor Senior
Secured Management, Inc.
The following Trustees of the Fund continue to serve in such
capacity
until their terms of office expire and the successors are elected
and
qualified:
SHARES OF
THE FUND
NAME, AGE, PRINCIPAL OCCUPATION SERVED AS
BENEFICIALLY
AND OTHER DIRECTORSHIPS+ A TRUSTEE
OWNED AS OF
DURING THE PAST FIVE YEARS SINCE
AUGUST 2, 1996
DR. BRUCE H. OLSON, age 61 .................. 1987
1,199
Trustee; Professor of Finance, Miami University
(Ohio); Trustee, Olde Custodian Fund; Trustee,
Summit Investment Trust; term expires 1998.
JOHN F. NICKOLL, age 61 ..................... 1987
6,196
Trustee; Director, Chairman, President and Chief
Executive Officer of The Foothill Group Inc.,
a commercial finance and asset management
company; Chairman and Chief Executive Officer
of Foothill Capital Corporation; Director,
OrNda HealthCorp, a provider of health care
services; Director, Regency Health Services,
Inc., a provider of acute nursing and
rehabilitative care, home health care, care
for the mentally disabled and developmentally
disabled individuals; term expires 1997.
<FN>
+ Directorships or Trusteeships of companies required to report to
the
SEC.
* "Interested person" of the Fund as defined in the Investment
Company Act
of 1940 ("1940 Act") by reason of his position with CTC.
</FN>
The principal executive officers of the Fund are listed in the
table
below, along with certain additional information. Each officer of
the Fund
will hold such office until a successor has been elected by the
Board of
Trustees.
NAME, AGE AND PRINCIPAL OCCUPATION OFFICE
(YEAR
DURING THE PAST FIVE YEARS FIRST
ELECTED)
ROBERT G. WADE, JR., age 69 ...................... President
(1988)
Chairman of the Board, CTC, Chancellor Capital
Management, Inc. and Chancellor Senior Secured
Management, Inc. (since 1988).
DANIEL S. BALDWIN, age 44 ........................ Vice
President and
Managing Director of CTC and Chancellor Capital Portfolio
Manager (1987)
Management, Inc.
JEFFREY M. TRONGONE, age 39 ...................... Vice
President and
Managing Director and Chief Financial Officer of Treasurer
(1989)
CTC and Chancellor Capital Management, Inc.
PATRICIA L. BICKIMER, age 43 ..................... Secretary
(1994)
Vice President and Counsel, FDISG (since May 6,
1994). Formerly Vice President, The Boston
Company Advisors, Inc.
Section 16(a) of the 1934 Act requires the Fund's officers and
Trustees and persons who beneficially own more than ten percent of
the
Fund's shares to file reports of ownership with the SEC, the
American
Stock Exchange, Inc., and the Fund. Based solely upon its review
of the
copies of such forms received by it and written representations
from
certain of such persons, the Fund believes that during its fiscal
year
ended December 31, 1995, all such filing requirements applicable
to such
persons were complied with.
All Trustees not otherwise affiliated with the Fund, CTC, or
FDISG
receive $1,000 as compensation for each meeting and each committee
meeting
attended and an annual fee of $6,000, plus reimbursement for
travel and
out-of-pocket expenses. The aggregate remuneration paid to
Trustees by the
Fund for the fiscal year ended December 31, 1995, amounted to
$36,057
(including reimbursement for travel and out-of-pocket expenses).
The Board
of Trustees held four meetings during the 1995 fiscal year. Each
of the
Trustees attended at least 75% of the meetings. The Board of
Trustees has
an Audit Committee consisting of Messrs. Nickoll, Olson and
Ratajczak. The
Audit Committee met once during the fiscal year ended December 31,
1995,
and all member Trustees were present at the meeting. The Audit
Committee
reviews the scope and results of the Fund's annual audit with the
Fund's
independent auditors and recommends the engagement of such
independent
auditors. The Board of Trustees performs the functions of a
nominating
committee.
The following table sets forth certain information regarding
the
compensation of the Fund's Trustees for the fiscal year ended
December 31,
1995. The officers of the Fund receive no compensation from the
Fund for
serving in such capacity.
COMPENSATION TABLE
PENSION OR
RETIREMENT
TOTAL
BENEFITS
COMPENSATION
AGGREGATE ACCRUED AS
FROM THE
NAME OF PERSON COMPENSATION PART OF FUND
FUND COMPLEX
AND POSITION FROM THE FUND EXPENSES
PAID TO TRUSTEES
Dr. Donald Ratajczak......... $11,000 $0
$11,000
Chairman of the Board of
Trustees
Dr. Bruce H. Olson ......... 11,000 0
11,000
Trustee
John F. Nickoll ............. 11,000 0
11,000
Trustee
Robert G. Wade, Jr. ........ 0 0
0
President and Trustee
REQUIRED VOTE
Election of the listed nominees for Trustee requires the
affirmative
vote of the holders of a majority of the Shares of the Fund
represented at
the Meeting in person or by proxy.
PROPOSAL 2: RATIFICATION OF THE SELECTION OF INDEPENDENT AUDITORS.
KPMG Peat Marwick LLP, New York, New York, has served as
independent
auditors for the Fund since its commencement of operations on
November 18,
1987 and has been selected to serve in such capacity for the
Fund's fiscal
year ending December 31, 1996, by at least a majority of those
members of
the Board of Trustees who are not "interested persons" (as defined
in the
1940 Act) of the Fund or CTC. KPMG Peat Marwick LLP has no direct
or
indirect material financial interest in the Fund or CTC. It is
expected
that representatives of KPMG Peat Marwick LLP will not attend the
Meeting,
but will be available by telephone to respond to appropriate
questions.
REQUIRED VOTE
Ratification of the selection of KPMG Peat Marwick LLP as
independent
auditors for the Fund requires the affirmative vote of the holders
of a
majority of the Shares of the Fund represented at the Meeting in
person or
by proxy.
PROPOSAL 3: APPROVAL OF A NEW INVESTMENT ADVISORY AGREEMENT FOR
THE FUND.
BACKGROUND
Pursuant to a Stock Purchase Agreement, dated as of July 23,
1996 (the
"Stock Purchase Agreement"), Chancellor Partners, L.P. and United
States
Fidelity and Guaranty Company have agreed to sell all of the
equity
securities of Chancellor Capital Management, Inc. ("CCMI") to a
wholly-owned subsidiary of Liechtenstein Global Trust, AG ("LGT")
(the
"Transaction"). CCMI is the corporate parent of CTC. Immediately
after the
closing under the Stock Purchase Agreement, CCMI will merge with
LGT Asset
Management, Inc. ("LGTAM"), another wholly-owned subsidiary of
LGT. The
surviving company of that merger will operate under the name of
Chancellor
LGT Asset Management, Inc. ("Chancellor LGT"). It is also
contemplated
that CTC will transfer its accounts, including the Fund, to
Chancellor
LGT. (CTC as it exists prior to the closing of the Transaction and
Chancellor LGT are referred to hereafter as the "Adviser".)
Accordingly, shareholders of the Fund are being asked to
approve a new
Advisory Agreement (the "New Advisory Agreement") for the Fund
with
Chancellor LGT to take effect following the closing under the
Stock
Purchase Agreement and the completion of the related transactions
described above.
The closing under the Stock Purchase Agreement is contingent
upon a
number of factors, including the receipt of consents from certain
investment advisory clients of CCMI and its subsidiaries, the
expiration
of the waiting period under the Hart-Scott Rodino Act, and
approval from
relevant regulatory agencies. The New Advisory Agreement will not
be
executed, and the existing investment advisory agreement (the
"Existing
Advisory Agreement") will remain in effect, unless and until the
closing
occurs under the Stock Purchase Agreement.
CTC has advised the Board of Trustees that no material changes
in the
Adviser's investment philosophy, policies, or strategies are
currently
contemplated. After the consummation of the Transaction,
Chancellor LGT
will operate CTC's office in New York, New York. CTC has advised
the Board
of Trustees of the Trust that the same persons who are presently
responsible for the investment strategies of the Fund are expected
to
continue to be employed by Chancellor LGT and to continue to
direct the
investment strategies of the Fund following the consummation of
the
Transaction. CTC has also advised the Board of Trustees that the
consummation of the Transaction will not adversely affect the
level or
quality of advisory services provided to the Fund.
It is contemplated that following the completion of the
Transaction,
CCMI's senior management team will continue to have key roles in
Chancellor LGT and in the global asset management operations of
the parent
company, LGT, through its Asset Management Division ("AMD").
Specifically,
Warren Shaw, Chief Executive Officer and Chief Investment Officer
of CCMI
will continue to serve in that capacity at Chancellor LGT. In
addition,
Mr. Shaw will be named Global Chief Investment Officer of the AMD,
and
have a position on the Governing Board of the AMD. Penny
Zuckerwise,
CCMI's President and Chief Operating Officer, will continue in
that role
with Chancellor LGT, and have a position on the Governing Board of
the
AMD. Moreover, she will be responsible for North American business
management. One change that will be made upon completion of the
Transaction is that David Minella, President of the AMD and LGTAM,
will be
named Chairman of Chancellor LGT, succeeding Robert Wade, a
Trustee of the
Fund, who has led CCMI for over 11 years. Mr. Wade is expected to
continue
to play a significant role in the organization going forward,
serving as
an ongoing adviser to the senior management team at Chancellor
LGT. In
addition, Mr. Wade will be appointed to the Governing Board of the
AMD.
As required by the 1940 Act, the Existing Advisory Agreement
provides
for its automatic termination upon its assignment. The 1940 Act
defines
assignment to include any direct or indirect transfer or
hypothecation of
a contract. The Transaction will give rise to an assignment within
the
meaning of the 1940 Act, and therefore will result in the
automatic
termination of the Existing Advisory Agreement.
On August 12, 1996, the Trustees, including the Trustees who
are not
parties to the Existing Advisory Agreement or the New Advisory
Agreement
or interested persons (as defined in the 1940 Act) of any such
party (the
"Independent Trustees"), unanimously approved, subject to the
required
shareholder approval described herein, the New Advisory Agreement
and
recommended approval of the New Advisory Agreement by the holders
of
beneficial interest in the Fund.
INFORMATION CONCERNING LGT AND THE TRANSACTION
LGTAM and its worldwide asset management affiliates have
provided
investment management and/or administration services to
institutional,
corporate and individual clients around the world since 1969. The
U.S.
offices of LGTAM are located at 50 California Street, 27th Floor,
San
Francisco, California 94111.
LGTAM and its worldwide affiliates, including LGT Bank in
Liechtenstein, formerly Bank of Liechtenstein, comprise LGT. LGT
is a
provider of global asset management and private banking products
and
services to individual and institutional investors. LGT is
controlled by
the Prince of Liechtenstein Foundation, which serves as the parent
organization for the various business enterprises of the Princely
Family
of Liechtenstein. The principal business address of the Prince of
Liechtenstein Foundation is Herrengasse 12, FL-9490, Vaduz,
Liechtenstein.
As of June 1, 1996, LGTAM and its worldwide affiliates managed
or
administered approximately $27 billion, of which approximately $17
billion
consisted of GT Global retail funds worldwide. In the U.S., as of
June 1,
1996, LGTAM managed or administered approximately $10.3 billion in
GT
Global Mutual Funds. As of June 1, 1996, assets under advice by
LGT Bank
in Liechtenstein exceeded $20 billion. As of June 1, 1996, assets
entrusted to LGT totaled approximately $47 billion.
In addition to the resources of its San Francisco office,
LGTAM uses
the expertise, personnel, data and systems of other offices of
LGT,
including investment offices in London, Hong Kong, Tokyo,
Singapore,
Toronto, Sydney and Frankfurt.
The principal executive officers and directors at LGTAM are
listed
below. The business address of each such person is 50 California
Street,
27th Floor, San Francisco, California 94111.
David A. Minella, age 43, has been a Director and President of
LGTAM
since 1989. In addition, Mr. Minella has been a Director of LGT
(holding
company of the various international LGT companies) since 1990;
President
of AMD since 1995; Director and President of LGT Asset Management
Holdings, Inc. since 1988; Director of GT Global, Inc. ("GT
Global") since
1987 and President of GT Global from 1987 to 1995; Director of GT
Global
Investor Services, Inc. ("GT Services") since 1990; President of
GT
Services from 1990 to 1995; Director of G.T. Global Insurance
Agency, Inc.
("G.T. Insurance") since 1992; and President of G.T. Insurance
from 1992
to 1995. Mr. Minella is also a director or trustee of each
investment
company registered under the 1940 Act that is managed or
administered by
LGTAM.
Helge K. Lee, age 50, has been Senior Vice President and
General
Counsel of LGT Asset Management Holdings, Inc., LGTAM, GT Global,
GT
Services and G.T. Insurance since February, 1996. He served as
Senior Vice
President, General Counsel and Secretary of LGT Asset Management
Holdings,
Inc., LGTAM, GT Global and GT Services from May, 1994 to February,
1996.
Mr. Lee was the Senior Vice President, General Counsel and
Secretary of
Strong/Corneliuson Management, Inc. and Secretary of each of the
Strong
Funds from October, 1991 through May, 1994. For more than five
years prior
to October 1991, he was a shareholder in the law firm of Godfrey &
Kahn,
S.C., Milwaukee, Wisconsin.
F. Christian Wignall, age 40, has been a Director of LGT Asset
Management Holdings, Inc. since 1989; Senior Vice President, Chief
Investment Officer -- Global Equities and a Director of LGTAM
since 1987,
and Chairman of the Investment Policy Committee of the affiliated
international LGT companies since 1990.
James R. Tufts, age 38, has been President of GT Services
since 1995.
From 1994 to 1995, he was Senior Vice President -- Finance and
Administration of GT Global, GT Services and G.T. Insurance. He
has also
served as Senior Vice President -- Finance and Administration of
LGT Asset
Management Holdings, Inc. and LGTAM since 1994. From 1990 to 1994,
Mr.
Tufts was Vice President -- Finance of LGTAM, GT Global and GT
Services.
Mr. Tufts was Vice President -- Finance of G.T. Insurance from
1992 to
1994. He has served as a Director of LGTAM, GT Global and GT
Services
since 1991.
John G. Greenwood, age 49, has been a Director, Chairman and
Chief
Economist of LGTAM since 1994. For more than five years prior to
1994, Mr.
Greenwood was Chief Economist of LGT Asset Management Ltd. (Hong
Kong).
Earl A. Malm II, age 47, has been a Director of LGTAM since
1994 and a
Senior Vice President -- Institutional Marketing of LGTAM since
1990.
Soraya M. Betterton, age 34, has been a Director of LGTAM
since 1994.
Ms. Betterton also has been a portfolio manager of LGTAM since
1986, and
an investment analyst from 1984 to 1986.
Kenneth R. Chancey, age 50, has been Vice President -- Mutual
Fund
Accounting at LGTAM since 1992. Mr. Chancey was Vice President of
Putnam
Fiduciary Trust Company from 1989 to 1992.
Peter R. Guarino, age 38, has been Secretary of LGT Asset
Management
Holdings, Inc., LGTAM, GT Global, GT Services and G.T. Insurance
since
February, 1996. Mr. Guarino has been Assistant General Counsel of
LGTAM,
GT Global and GT Services since 1991, and Assistant General
Counsel of
G.T. Insurance since 1992. From 1989 to 1991, Mr. Guarino was an
attorney
at The Dreyfus Corporation.
David J. Thelander, age 40, has been Vice President of LGT
Asset
Management Holdings, Inc., LGTAM, GT Global, GT Services and G.T.
Insurance since February, 1996. Mr. Thelander has been an
Assistant
General Counsel of LGTAM since January, 1995. Mr. Thelander was an
associate at the law firm of Kirkpatrick & Lockhart LLP from 1993
to 1994.
Prior thereto, he was an attorney with the U.S. Securities and
Exchange
Commission.
INFORMATION CONCERNING CHANCELLOR TRUST COMPANY
CTC, a New York State chartered trust company, has been serving
as the
Fund's investment adviser since 1988. CTC is a wholly owned
subsidiary of
CCMI, located at 1166 Avenue of the Americas, New York, New York
10036.
CCMI is owned 55.46% on a fully diluted basis by Chancellor
Partners, L.P.
(the "Partnership"). Chancellor Partners, Inc. is the General
Partner of
the Partnership and a group of employees of CCMI are the limited
partners
of the Partnership. Robert G. Wade, Jr. is the President and sole
stockholder of Chancellor Partners, Inc. USF&G Investment
Management
Group, Inc. owns convertible exchangeable preferred stock in CCMI,
representing the remaining 44.54% ownership interest on a fully
diluted
basis of CCMI.
Upon completion of the Transaction CTC will be a wholly-owned
subsidiary of Chancellor LGT. However, as noted above, it is
contemplated
that CTC will transfer its accounts, including the Fund, to
Chancellor
LGT. Accordingly, as further described above, it is proposed that
Chancellor LGT will act as investment adviser under the New
Advisory
Agreement.
In addition to advising the Fund, CTC has provided investment
management services on a commingled and separate account basis for
a
variety of institutional clients. As of July 31, 1996, CTC and its
affiliates had approximately $31 billion of assets under
management.
The principal executive officer and the directors of
Chancellor Trust
Company and their principal occupations are as shown below. The
business
address of each such person, unless otherwise indicated, is 1166
Avenue of
the Americas, New York, New York 10036.
NAME AND POSITION WITH
PORTFOLIO MANAGER PRINCIPAL
OCCUPATION
Robert G. Wade, Jr. Chairman of the
Board, CCMI.
Chairman of the Board and Director
Warren Shaw ............................. Chief Executive
Officer, Chief
Chief Executive Officer, Chief Investment Officer
and
Investment Officer and Director Director, CCMI.
Penny Zuckerwise ........................ President, Chief
Operating
President, Chief Operating Officer and Officer and
Director, CCMI.
Director
Richard Collins ......................... Managing Director,
CCMI.
Managing Director
John Ivers .............................. Managing Director,
CCMI.
Managing Director and Director
Margaret Riley .......................... Managing Director,
CCMI.
Managing Director and Director
Edward Smith ............................ Managing Director,
CCMI.
Managing Director and Director
Karen Southard .......................... Managing Director,
CCMI.
Managing Director and Director
Ted Ujazdowski .......................... Managing Director,
CCMI.
Managing Director
Charles Wetzel .......................... Managing Director,
CCMI.
Managing Director and Director
John Sweeney ............................ Chief Investment
Officer, USF&G
Director Corporation.
100 Light Street, Baltimore, MD 21202
Dan Hale ................................ Executive Vice
President, USF&G
Director Corporation.
100 Light Street, Baltimore, MD 21202
There have been no purchases or sales of any interest in CTC
since the
beginning of the most recently completed fiscal year by any of the
Independent Trustees of the Fund. No officer or Independent
Trustee of the
Fund (other than Messrs. Baldwin, Trongone and Wade by virtue of
their
respective ownership interests in the Partnership) is an officer,
employee, or general partner of or has any other material direct
or
indirect interest in CTC or any other person controlling,
controlled by or
under common control with CTC.
No officer or Independent Trustee of the Fund (other than
Messrs.
Baldwin, Trongone and Wade by virtue of their respective ownership
interests in the Partnership) has had any material interest,
direct or
indirect, in any material transactions or any material proposed
transactions since January 1, 1995 to which CTC, CCMI or any
subsidiary of
CTC or CCMI was or is to be a party.
For the most recently completed fiscal year of the Fund, no
commissions were paid to any broker that (i) is an affiliated
person of
the Fund, or (ii) is affiliated with any such person described in
clause
(i) of this paragraph, or (iii) an affiliated person of which is
an
affiliated person of the Fund, the Adviser or the administrator or
distributor of the Fund.
DESCRIPTION OF THE EXISTING ADVISORY AGREEMENT AND THE NEW
ADVISORY
AGREEMENT
The Existing Advisory Agreement between the Fund and CTC, as
the
Adviser thereunder, was executed as of April 1, 1992 and was last
approved
by the Trustees, including a majority of the Independent Trustees,
at a
meeting of the Board of Trustees on April 3, 1996. The Existing
Advisory
Agreement was last approved by shareholders on January 22, 1992.
If the
New Advisory Agreement is approved by the required holders of
beneficial
interest in the Fund, as described herein, upon the closing of the
Transaction, Chancellor LGT, a subsidiary of LGT and the parent of
CTC,
will serve as the investment adviser to the Fund and will provide
the same
services to the Fund as are currently provided to the Fund by CTC
under
the Existing Advisory Agreement. Except for the identity of the
Adviser
and the effective and termination dates, the terms of the New
Advisory
Agreement are identical in all material respects to the terms of
the
Existing Advisory Agreement. The New Advisory Agreement is
attached to
this Proxy Statement as Exhibit A, and the description of the New
Advisory
Agreement set forth in this Proxy Statement is qualified in its
entirety
by reference to Exhibit A.
The New Advisory Agreement, just as the Existing Advisory
Agreement,
contains the following provisions. The Adviser shall provide the
Fund with
such investment advice and supervision as the latter may from time
to time
consider necessary for the proper supervision of its investment
assets.
The Adviser shall furnish continuously an investment program and
shall
determine from time to time what securities shall be purchased,
sold or
exchanged and what portion of the assets of the Fund shall be held
uninvested, subject always to the restrictions of the Fund's
Declaration
of Trust, dated September 11, 1987 and By-Laws, as each may be
amended
from time to time, to the provisions of the 1940 Act, and to the
Fund's
investment objective and policies and restrictions as described in
the
Fund's Registration Statement on Form N-2 filed with the SEC, as
such
investment objective and policies and restrictions may be modified
from
time to time by the Trustees or the shareholders. The Adviser
shall also
make recommendations as to the manner in which voting rights,
rights to
consent to corporate action and any other rights pertaining to the
Fund's
portfolio securities shall be exercised. Should the Board of
Trustees of
the Fund at any time make any definite determination as to an
investment
policy applicable to the Fund and notify the Adviser thereof in
writing,
the Adviser shall be bound by such determination for the period,
if any,
specified in such notice or until similarly notified that such
determination has been revoked. The Adviser shall take, on behalf
of the
Fund, all actions which it deems necessary to implement the
investment
policies determined as provided above, and in particular to place
all
orders for the purchase or sale of portfolio securities for the
Fund's
account with brokers or dealers selected by it, and to that end
the
Adviser is authorized as the agent of the Fund to give
instructions to the
custodian of the Fund as to deliveries of securities and payments
of cash
for the account of the Fund. In connection with the selection of
such
brokers or dealers and placing of such orders, the Adviser is
directed to
seek for the Fund, in its best judgment, prompt execution in an
effective
manner at the most favorable price, except that the Adviser may
cause the
Fund to pay a broker-dealer which provides brokerage and research
services
to the Adviser an amount of commission for effecting a securities
transaction for the Fund in excess of the amount other broker-
dealers
would have charged for the transaction if the Adviser determines
in good
faith that the greater commission is reasonable in relation to the
value
of the brokerage and research services provided by the executing
broker-dealer viewed in terms of either a particular transaction
or the
Adviser's overall responsibilities to the Fund or to its other
clients.
Pursuant to its terms, subject to shareholder approval, the
New
Advisory Agreement will become effective on the closing of the
Transaction. The New Advisory Agreement shall remain in force for
two
years from the date of its effectiveness, and thereafter it will
terminate
unless its continuance is specifically approved at least annually
(a) by
the vote of a majority of the Independent Trustees at a meeting
specifically called for the purpose of voting on such approval,
and (b) by
the Board of Trustees of the Fund or by vote of a majority of the
outstanding voting securities of the Fund. The New Advisory
Agreement,
like the Existing Advisory Agreement, is terminable without
penalty on not
more than 60 days' nor less than 30 days' written notice to the
other
party. The New Advisory Agreement, like the Existing Advisory
Agreement,
will terminate automatically in the event of its assignment.
INVESTMENT ADVISORY FEE
The fees under the New Advisory Agreement are the same as the
fees
under the Existing Advisory Agreement. Under the New Advisory
Agreement,
the Fund would pay Chancellor LGT, as compensation for investment
advisory
services rendered, a monthly fee at the annual rate of .50% of the
Fund's
average weekly net assets. This fee is identical to that currently
being
paid to CTC for services rendered under the Existing Advisory
Agreement.
As noted above, the Fund pays CTC a fee, computed and payable
monthly,
at the annual rate of .50% of the Fund's average weekly net
assets. During
the fiscal year ended December 31, 1995, the Fund paid investment
advisory
fees to CTC amounting to $204,006. Neither CTC nor any affiliated
person
of CTC nor any affiliated person of such person received any other
fees
from the Fund for services provided to the Fund or any other
material
payments from the Fund during the fiscal year ended December 31,
1995.
KEY CONSIDERATIONS CONCERNING NEW ADVISORY AGREEMENT
At a meeting held on August 12, 1996, the Board of Trustees
considered
whether the New Advisory Agreement with Chancellor LGT was in the
best
interests of the Fund and its holders of beneficial interest.
After a
presentation of information on this matter and detailed
discussion, the
Trustees, including a majority of the Independent Trustees,
approved the
New Advisory Agreement with Chancellor LGT and voted to recommend
its
approval by the holders of beneficial interest in the Fund. In
making
these determinations, the Trustees considered, among other things,
the
following factors:
1. The key investment professionals who have been
responsible for
managing the Fund to date are expected to be responsible for
the
management of the Fund, and will be employees of Chancellor
LGT
effective on the closing date of the Transaction.
2. Subject to shareholder approval, the Fund intends to
enter into
the New Advisory Agreement with Chancellor LGT, which is
virtually
identical to the Existing Advisory Agreement. Hence, there
will be no
change in the duties, compensation and other terms of
engagement of
the Fund's Adviser. The proposed New Advisory Agreement with
Chancellor LGT will be effective on the closing date of the
Transaction.
The Trustees also considered the terms of the Transaction,
compared
the ownership and control of Chancellor LGT to CCMI and considered
the
extent to which personnel and resources would be enhanced by the
personnel
and resources of LGT. The Trustees also considered, as they have
in the
past, the nature and quality of services expected to be provided
by
Chancellor LGT and information regarding fees, expense ratios and
performance. In evaluating Chancellor LGT's ability to provide
advisory
services to the Fund, the Trustees considered information as to
Chancellor
LGT's business organization, financial resources and personnel.
Section 15(f) of the 1940 Act provides that, when a change in
the
control of an investment adviser to an investment company occurs,
the
investment adviser or any of its affiliated persons may receive
any amount
or benefit in connection therewith as long as two conditions are
satisfied. First, no "unfair burden" may be imposed on the
investment
company as a result of the transaction relating to the change of
control,
or any express or implied terms, conditions or understandings
applicable
thereto. As defined in the 1940 Act, the term "unfair burden"
includes any
arrangement during the two-year period after the change in control
whereby
the investment adviser (or predecessor or successor adviser), or
any
interested person of any such adviser, receives or is entitled to
receive
any compensation, directly or indirectly, from the investment
company or
its security holders (other than fees for bona fide investment
advisory or
other services), or from any person in connection with the
purchase or
sale of securities or other property to, from, or on behalf of the
investment company (other than fees for bona fide brokerage and
principal
underwriting services). No such compensation arrangements will
occur. The
Trustees concluded that the Fund would not be subject to any
unfair burden
as a result of the Transaction.
The second condition is that, during the three-year period
immediately
following the Transaction, at least 75% of an investment company's
board
of trustees or directors must not be "interested persons" of the
investment adviser of the investment company or the predecessor
investment
adviser within the meaning of the 1940 Act. Chancellor LGT
believes that
this condition is satisfied if at least 75% of the Trustees are
not
"interested persons" of the Adviser of any of its affiliates. At
present,
75% of the Trustees are not "interested persons" of the Adviser or
any of
its affiliates.
RECOMMENDATION AND REQUIRED VOTE
Based upon its review, the Board of Trustees of the Fund
concluded
that the New Advisory Agreement is reasonable, fair and in the
best
interests of the Fund and its shareholders, and that the fees
provided in
the New Advisory Agreement are fair and reasonable in light of the
usual
and customary charges made by others for services of the same
nature and
quality. Accordingly, after consideration of the above factors,
and such
other factors and information as it deemed relevant, the Board of
Trustees
of the Fund, including all of the Independent Trustees,
unanimously
approved the New Advisory Agreement and voted to recommend its
approval by
the shareholders of the Fund.
At the Meeting, the shareholders of the Fund will vote on the
proposed
New Advisory Agreement. The affirmative vote of the holders of a
majority
of the outstanding shares of the Fund is required to approve this
proposal. "Majority" for this purpose under the 1940 Act means the
lesser
of (i) 67% of the shares represented at the meeting if more than
50% of
such outstanding shares are represented, or (ii) more than 50% of
such
outstanding shares. Where a shareholder abstains, the shares
represented
will be counted as present and entitled to vote on the matter for
purposes
of determining a quorum, but the abstention will have the effect
of a
negative vote on the proposal. If the New Advisory Agreement is
not
approved by the Fund's shareholders, CTC will continue to serve as
the
Fund's investment adviser pursuant to the Existing Advisory
Agreement
pending a determination of the Board of Trustees as to other
action, which
may include the identification of a new investment adviser for the
Fund or
the resubmission to shareholders of the agreement with Chancellor
LGT, in
either case subject to approval in accordance with the 1940 Act.
In the
event that the proposed Transaction is not completed, the Existing
Advisory Agreement would remain in effect and the New Advisory
Agreement
would not be entered into.
THE BOARD OF TRUSTEES, INCLUDING ALL INDEPENDENT
TRUSTEES, RECOMMENDS THAT SHAREHOLDERS OF THE FUND
VOTE "FOR" THE NEW ADVISORY AGREEMENT
ADDITIONAL INFORMATION
THE ADMINISTRATOR
FDISG, the Fund's Administrator, is a wholly-owned subsidiary
of First
Data Corporation. Both FDISG and First Data Corporation are
located at One
Exchange Place, Boston, Massachusetts 02109. FDISG is a leading
provider
of full service mutual fund shareholder and recordkeeping
services. In
addition to its mutual fund transfer agent and recordkeeping
service,
FDISG provides complementary services through its own subsidiary
business
units.
DATE TO SUBMIT SHAREHOLDER PROPOSALS
A shareholder proposal intended to be presented at the Fund's
1997
Annual Meeting must be received by the Fund on or before April 28,
1997,
in order to be considered for inclusion in the Fund's proxy
statement and
form of proxy relating to that meeting.
OTHER MATTERS TO COME BEFORE THE MEETING
No business other than the matters described above is expected
to come
before the Meeting, but should any other matter requiring a vote
of
shareholders arise, including any question as to an adjournment or
postponement of the Meeting, the persons named on the enclosed
proxy card
will vote thereon according to their best judgment in the
interests of the
Fund. In determining whether to adjourn the Meeting, the following
factors
may be considered: the nature of the proposals which are the
subject of
the Meeting, the percentage of votes actually cast, the percentage
of
actual negative votes, the nature of any further solicitation and
the
information to be provided to shareholders with respect to the
reasons for
such solicitation.
August 27, 1996
IT IS IMPORTANT THAT PROXIES BE RETURNED PROMPTLY. SHAREHOLDERS
WHO DO
NOT EXPECT TO ATTEND THE MEETING ARE THEREFORE URGED TO COMPLETE,
SIGN,
DATE AND RETURN THE PROXY CARD AS SOON AS POSSIBLE IN THE
ENCLOSED
STAMPED ENVELOPE.
EXHIBIT A
FORM OF
INVESTMENT ADVISORY AGREEMENT
INVESTMENT ADVISORY AGREEMENT, dated , 1996, by
and
between CIM High Yield Securities, a Massachusetts business trust
(the
"Fund"), and Chancellor LGT Asset Management, Inc. (the "Adviser"
or
"Chancellor LGT").
W I T N E S S E T H :
WHEREAS, the Fund is engaged in business as a closed-end
investment
company registered under the Investment Company Act of 1940
(collectively
with the rules and regulations promulgated thereunder, the "1940
Act");
and
WHEREAS, the Fund wishes to engage the Adviser to provide
certain
investment advisory services for the Fund, and the Adviser is
willing to
provide such investment advisory services for the Fund on the
terms and
conditions hereinafter set forth.
NOW, THEREFORE, in consideration of the mutual covenants and
agreements of the parties hereto as herein set forth, the parties
covenant
and agree as follows:
1. Duties of the Adviser. The Adviser shall provide the Fund
with
such investment advice and supervision as the latter may from time
to time
consider necessary for the proper supervision of its investment
assets.
Chancellor LGT shall act as the Adviser for the Fund and as such
shall
furnish continuously an investment program and shall determine
from time
to time what securities shall be purchased, sold or exchanged and
what
portion of the assets of the Fund shall be held uninvested,
subject always
to the restrictions of the Fund's Declaration of Trust, dated
September
11, 1987, and By-Laws, as each may be amended from time to time
(respectively, the "Declaration" and the "By-Laws"), to the
provisions of
the 1940 Act, and to the Fund's investment objective and policies
and
restrictions as described in the Fund's Registration Statement on
Form N-2
filed with the Securities and Exchange Commission ("SEC"), as such
investment objective and policies and restrictions may be modified
from
time to time by the Trustees or the shareholders. The Adviser
shall also
make recommendations as to the manner in which voting rights,
rights to
consent to corporate action and any other rights pertaining to the
Fund's
portfolio securities shall be exercised. Should the Board of
Trustees of
the Fund at any time, however, make any definite determination as
to
investment policy applicable to the Fund and notify the Adviser
thereof in
writing, the Adviser shall be bound by such determination for the
period,
if any, specified in such notice or until similarly notified that
such
determination has been revoked. The Adviser shall take, on behalf
of the
Fund, all actions which it deems necessary to implement the
investment
policies determined as provided above, and in particular to place
all
orders for the purchase or sale of portfolio securities for the
Fund's
account with brokers or dealers selected by it, and to that end
the
Adviser is authorized as the agent of the Fund to give account of
the
Fund. In connection with the selection of such brokers or dealers
and the
placing of such orders, the Adviser is directed to seek for the
Fund, in
its best judgment, prompt execution in an effective manner at the
most
favorable price, except that the Adviser may cause the Fund to pay
a
broker-dealer which provides brokerage and research services to
the
Adviser an amount of commission for effecting a securities
transaction for
the Fund in excess of the amount other broker-dealers would have
charged
for the transaction if the Adviser determines in good faith that
the
greater commission is reasonable in relation to the value of the
brokerage
and research services provided by the executing broker-dealer
viewed in
terms of either a particular transaction or the Adviser's overall
responsibilities to the Fund or to its other clients.
2. Allocation of Charges and Expenses. The Adviser shall
furnish at
its own expense all necessary services, facilities and personnel
in
connection with its responsibilities under Section I above. It is
understood that the Fund will pay from its own assets all of its
own
expenses allocable to it including, without limitation,
compensation of
Trustees not "affiliated" with the Adviser or with First Data
Investor
Services Group, Inc., the Fund's administrator (the
"Administrator"); fees
of the Adviser and the Administrator; governmental fees; interest
charges;
taxes; fees and expenses of independent auditors, of legal counsel
and of
any transfer agent, registrar or dividend disbursing agent of the
Fund;
expenses of repurchasing shares; expenses of preparing, printing
and
mailing share certificates, shareholder reports, notices, proxy
statements
and reports to governmental officers and commissions; brokerage
and other
expenses connected with the execution, recording and settlement of
portfolio security transactions; insurance premiums; fees and
expenses of
the Fund's custodian for all services to the Fund, including
safekeeping
of funds and securities and maintaining required books and
accounts;
expenses of calculating the net asset value of the Fund's shares;
expenses
of shareholder meetings; expenses in connection with any dividend
reinvestment plan; SEC and state blue sky registration fees;
American
Stock Exchange listing fees; and fees payable to the National
Association
of Securities Dealers, Inc. in connection with the public offering
of the
Fund's shares.
3. Compensation of the Adviser. For the services to be
rendered, the
Fund shall pay to the Adviser from the assets of the Fund an
investment
advisory fee computed and paid monthly in an amount equal of 0.50%
per
annum of the Fund's average weekly net asset value. For purposes
of
determining the monthly fee, average weekly net asset value is the
average
of the determinations of net asset value for each week the last
business
day of which occurs during such month. If Chancellor LGT serves as
Adviser
for less than the whole of any period specified in this Section 3,
the
compensation to Chancellor LGT, as Adviser, shall be prorated.
4. Covenants of the Adviser. The Adviser agrees that it will
deal
with itself, or with the Trustees of the Fund or with the Fund's
principal
underwriters or distributor, as principals in making purchases or
sales of
securities or other property for the account of the Fund, only as
permitted by the 1940 Act or any exemptive order issued by the SEC
thereunder. The Adviser agrees that it will not take a long or
short
position in shares of the Fund except as permitted by the
Declaration, and
it will comply with all other provisions of the Declaration and
By-Laws
and the then-current policies applicable to the Fund relative to
the
Adviser and its directors and officers. The Adviser will comply
with any
federal or state securities law applicable to it by virtue of its
acting
as Adviser hereunder.
5. Limitation of Liability of the Adviser. The Adviser shall
not be
liable for any error of judgment or mistake of law or for any loss
arising
out of any investment or for any act or omission in the execution
of
portfolio transactions for the Fund, except for willful
misfeasance, bad
faith or gross negligence in the performance of its duties, or by
reason
of reckless disregard of its obligations and duties hereunder. As
used in
this Section 5, the term "Adviser" shall include directors,
officers and
employees of the Adviser as well as the association itself.
6. Activities of the Adviser. The services of the Adviser to
the Fund
are not to be deemed to be exclusive, Chancellor LGT being free to
render
investment advisory and/or other services to others. The Adviser
may
permit other investment company clients to use in their names the
same
initials used in the Fund's name. The Fund agrees that if the
Adviser
shall for any reason no longer serve as the Adviser to the Fund,
the Fund
will change its name so as to delete the initials "CIM" or any
reference
to Chancellor LGT. It is understood that Trustees, officers, and
shareholders of the Fund are or may be or may become "interested
persons"
of the Adviser as directors, officers, employees, or otherwise and
that
Directors, officers and employees of the Adviser are or may become
"interested persons" of the Fund and that the Adviser may be or
may become
an "interested person" of the Fund as a shareholder or otherwise.
7. Duration, Termination and Amendments of This Agreement.
This
Agreement shall become effective on the closing date of the
Transaction.
This Agreement shall govern the relations between the parties
hereto and
shall remain in force for two years from the date of its
effectiveness,
and thereafter it will terminate unless its continuance is
"specifically
approved at least annually" (a) by the vote of a majority of the
Trustees
of the Fund who are not "interested persons" of the Fund or of the
Adviser
at a meeting specifically called for the purpose of voting on such
approval, and (b) by the Board of Trustees of the Fund or by "vote
of a
majority of the outstanding voting securities" of the Fund.
This Agreement may be terminated at any time without the
payment of
any penalty by the Trustees or by the "vote of a majority of the
outstanding voting securities" of the Fund, or by the Adviser, in
each
case on not more than 60 days' nor less than 30 days' written
notice to
the other party. This Agreement shall automatically terminate in
the event
of its "assignment".
This Agreement may be amended only if such amendment is
approved by
the "vote of a majority of the outstanding voting securities" of
the Fund.
This Agreement is made by the Trustees not individually, but
as such
Trustees, and the obligations of the Trust under this Agreement
are not
binding upon any trustee, shareholder, officer or agent of the
Trust
individually, but bind only the Trust estate.
The terms "specifically approved at least annually", "vote of
a
majority of the outstanding voting securities", "assignment",
"affiliated
person", and "interested persons", when used in this Agreement,
shall have
the respective meanings specified in, and shall be construed in a
manner
consistent with, the 1940 Act, subject, however, to such
exemptions as may
be granted by the Securities and Exchange Commission under said
Act.
To the extent not governed by applicable federal law, this
Agreement
shall be governed by and construed in accordance with the laws of
the
Commonwealth of Massachusetts.
IN WITNESS WHEREOF, the parties hereto have caused this
Agreement to
be executed and delivered in their names and on their behalf by
the
undersigned, thereunto duly authorized, all as of the day and year
first
above written.
CIM HIGH YIELD SECURITIES
By:
Title: Chairman of the Board of Trustees
CHANCELLOR LGT ASSET MANAGEMENT, INC.
By:
Title:
CIM HIGH YIELD SECURITIES
PROXY SOLICITED BY THE BOARD OF TRUSTEES
The undersigned hereby appoints Jeffrey M. Trongone, Daniel
S. Baldwin, Daniel Waltcher and Gail A. Hanson, and each of
them, attorneys and proxies for the undersigned, with full power
of substitution and revocation, to represent the undersigned and
to vote on behalf of the undersigned all shares of CIM High Yield
Securities which the undersigned is entitled to vote at the Annual
Meeting of Shareholders of the Fund to be held at the offices of
Chancellor Trust Company, 1166 Avenue of the Americas, New York,
New York 10036 on September 25, 1996, at 10:00 a.m., and
any adjournments thereof. The undersigned hereby acknowledges
receipt of the Notice of Meeting and Proxy Statement, and hereby
instructs said attorneys and proxies to vote said shares as
indicated hereon. In their discretion, the proxies are authorized
to vote upon such other business as may properly come before the
Meeting. A majority of the proxies present and acting at the
Meeting in person or by substitute (or, if only one shall be so
present, then that one) shall have and may exercise all of the
power and authority of said proxies hereunder. The undersigned
hereby revokes any proxy previously given.
CONTINUED AND TO BE SIGNED ON REVERSE SIDE SEE REVERSE SIDE
*Please mark votes as in this example.
This proxy, if properly executed, will be voted in the manner
directed by the undersigned shareholder. IF NO DIRECTION IS MADE,
THIS PROXY WILL BE VOTED FOR ELECTION OF THE NOMINEES AS TRUSTEES
AND FOR PROPOSALS 2 AND 3.
1. Elections of Trustees :
Nominees: Dr. Donald Ratajczak, Robert G. Wade, Jr.
* FOR * WITHHELD
*
For all nominees except as noted above
2. To ratify the selection of independent auditors for the Fund.
*FOR * AGAINST *ABSTAIN
3. To approve or disapprove a new advisory agreement between
the Fund
and Chancellor LGT Asset Management Inc. * FOR *
AGAINST *ABSTAIN
MARK HERE PLEASE SIGN, DATE, AND
RETURN PROMPTLY IN THE ENCLOSED ENVELOPE.
FOR ADDRESS Note: Please sign
exactly as your name appears on this Proxy. If joint owners,
EITHER may CHANGE AND sign this
Proxy. When signing as attorney, executor, administrator,
trustee, guardian or NOTE BELOW *
corporate officer, please give your full title.
Date: , 1996
Signature
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934
Filed by Registrant [ X ]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ X ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Sec. 240.14a-11(c) or Sec. 240.14a-12
. . . . . . . . . . . . . . . . . . . . . . . . . . . .CIM High Yield Securiti
es . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(Name of Registrant as Specified In Its Charter)
. . . . . . . . . . . . . . . . . . . . . . . . . . . .Gail A. Hanson, Assist
ant Secretary. . . . . . . . . . . . . . . . . . . . . .
(Name of Person(s) Filing Proxy Statement)
Payment of Filing Fee (Check the appropriate box):
[ ] $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), or 14a-6(j)(2).
[ ] $500 per each party to the controversy pursuant to Exchange Act Rule 14
a-6(i)(3).
[ ] 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:
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
. . . . . . . . . . . . . . . . . . . . . . . . .
2) Aggregate number of securities to which transaction applies:
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
. . . . . . . . . . . . . . . . . . . . . . . . .
3) Per unit price or other underlying value of transaction computed pursuant
to
Exchange Act Rule 0-11:1
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
. . . . . . . . . . . . . . . . . . . . . . . . .
4) Proposed maximum aggregate value of transaction:
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
. . . . . . . . . . . . . . . . . . . . . . . . .
1 Set forth the amount on which the filing fee is calculated and state how it
was determined.
[ ] 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 p
reviously. Identify the previous filing by registration statement number, or t
he Form or Schedule and the date of its filing.
1) Amount Previously Paid:
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
. . . .
2) Form, Schedule or Registration Statement No.:
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
. . .
3) Filing Party:
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
. . . .
4) Date Filed:
. . . . . . . . August 29, 1996. . . . . . . . . . . . . . . . . . .