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 SECURITIES............................
(Name of Registrant as Specified In Its Charter)
............................GAIL A. HANSON, SECRETARY............................
(Name of Person(s) Filing Proxy Statement)
Payment of Filing Fee (Check the appropriate box):
[ X ] No fee required.
[ ] 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 (Set forth the amount on which
the filing fee is calculated and state how it was determined):
4) Proposed maximum aggregate value of transaction:
5) Total fee paid:
[ ] 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:
2) Form, Schedule or Registration Statement No.:
3) Filing Party:
4) Date Filed:
CIM HIGH YIELD SECURITIES
101 Federal Street
Boston, Massachusetts 02110
August 28, 2002
Dear Shareholder:
The accompanying materials relate to the Annual Meeting of Shareholders of
CIM High Yield Securities. The Meeting will be held at the offices of Bingham
McCutchen LLP, 150 Federal Street, 25th Floor, Boston, Massachusetts on October
11, 2002 at 11:00 a.m. Eastern time.
At the Meeting, you will be asked to vote on a proposal to elect two (2)
Trustees for the Fund, and to transact such other business as may properly come
before the meeting and any adjournment thereof. The proposal is described in the
accompanying Notice and Proxy Statement.
YOUR PARTICIPATION AT THIS MEETING IS VERY IMPORTANT. If you cannot attend
the Meeting, you may participate by proxy. As a shareholder, you cast one vote
for each share that you own. Please take a few moments to read the enclosed
materials and then cast your vote on the enclosed proxy card.
VOTING TAKES ONLY A FEW MINUTES. EACH SHAREHOLDER'S VOTE IS IMPORTANT. YOUR
PROMPT RESPONSE WILL BE MUCH APPRECIATED.
After you have voted on the proposal, please be sure to SIGN YOUR PROXY
CARD AND RETURN IT IN THE ENCLOSED POSTAGE-PAID ENVELOPE.
We appreciate your participation in this important meeting. Thank you.
Sincerely,
A. George Baumann
President
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
u/t/d 12/28/78 Jane B. Doe
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
101 FEDERAL STREET
BOSTON, MASSACHUSETTS 02110
---------------------------
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON OCTOBER 11, 2002
---------------------------
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 Bingham McCutchen LLP, 150 Federal Street, 25th Floor, Boston,
Massachusetts 02110, on October 11, 2002, at 11:00 a.m., for the following
purposes:
1. To elect two (2) Trustees of the Fund.
2. 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 16, 2002 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,
GAIL A. HANSON
Secretary
August 28, 2002
- --------------------------------------------------------------------------------
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.
- --------------------------------------------------------------------------------
CIM HIGH YIELD SECURITIES
101 FEDERAL STREET
BOSTON, MASSACHUSETTS 02110
---------------------------
ANNUAL MEETING OF SHAREHOLDERS
OCTOBER 11, 2002
---------------------------
PROXY STATEMENT
This Proxy Statement is furnished in connection with the solicitation of
proxies by the Board of Trustees of CIM High Yield Securities, a Massachusetts
business trust (the "Fund"), for use at the Annual Meeting of Shareholders of
the Fund to be held on October 11, 2002, at 11:00 a.m., at the offices of
Bingham McCutchen LLP, 150 Federal Street, 25th Floor, Boston, Massachusetts
02110, 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, beginning on or about August 28, 2002,
primarily by mail, but such solicitations may also be made by telephone,
telegraph, or personal interviews conducted by officers or employees of the
Fund; INVESCO Institutional (N.A.), Inc. ("INVESCO" or the "Adviser"), the
investment adviser of the Fund; and PFPC Inc., the administrator and transfer
agent of the Fund and a subsidiary of PNC Financial Services Group Inc., 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. 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 PFPC INC., 101 FEDERAL STREET, 6TH FLOOR,
BOSTON, MASSACHUSETTS 02110, OR CALLING 1-800-331-1710. THIS PROXY STATEMENT AND
THE ENCLOSED PROXY CARD WILL FIRST BE MAILED TO SHAREHOLDERS ON OR ABOUT AUGUST
28, 2002.
If the enclosed proxy card 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. If no instructions are marked on the
enclosed proxy card, shares represented thereby will be voted in the discretion
of the persons named on the proxy card. Accordingly, unless instructions to the
contrary are marked thereon, a proxy will be voted FOR the election of the
nominees as Trustees, and FOR any other matters deemed appropriate. 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.
Proxies that reflect abstentions or 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. For this reason, abstentions
and broker "non-votes" will have the effect of a "no" vote for purposes of
obtaining the requisite approval of the Proposal. Under the By-Laws of the Fund,
a quorum is constituted by the presence in person or by proxy of the holders of
a majority of the outstanding shares of the Fund.
The close of business on August 16, 2002 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 16, 2002, there were 6,000,198.398 shares (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 16, 2002, 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 16, 2002, Cede & Co., a nominee partnership of The Depository Trust
Company, located at 55 Water Street - 25th Floor, New York, New York 10041-0002,
held 5,645,416.00 or 94.1 % of the Fund's Shares.
As of August 16, 2002, the Trustees and officers as a group owned less than
1% of the Fund's 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 OCTOBER 10, 2002.
PROPOSAL: ELECTION OF TRUSTEES.
The Board of Trustees is divided into three classes. Each year the term of
office of one class will expire. At the Meeting, two (2) of the four Trustees of
the Fund are to be elected, to hold office for a period of three years and until
a successor is elected and qualified. The nominees, Dr. Donald Ratajzak and Mr.
Robert G. Wade, are currently Trustees of the Fund and have indicated that they
will serve, if elected, but if either Trustee 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.
The business and affairs of the Fund are managed under the direction of the
Fund's Board of Trustees. Information pertaining to the Trustees and officers of
the Fund is set forth below.
NON-INTERESTED
TRUSTEES:
TERM OF NUMBER OF
OFFICE PORTFOLIOS
AND IN FUND
POSITION(S) LENGTH OF COMPLEX OTHER
NAME , ADDRESS, HELD WITH TIME PRINCIPAL OCCUPATION(S) OVERSEEN BY DIRECTORSHIPS
AND AGE 1 THE FUND SERVED DURING PAST FIVE YEARS TRUSTEE HELD BY TRUSTEE
- ------------------------ ------------- --------- --------------------------- ----------- ----------------
DR. DONALD RATAJCZAK, Chairman of Nominee Chairman and CEO of 1 Director, Ruby
age 59 the Board of for three Brainworks Ventures, an Tuesday, Inc.;
Trustees year term enterprise and assets Director,
expiring management business; Former Morgan, Keegan &
2005. Director, Economic Company until
Trustee Forecasting Center, Georgia March 30, 2001,
since State University; remains a
1987. Professor, Georgia State consulting
University (retired June economist;
30, 2000). Director, Crown
Crafts;
Director, TBC
Corporation;
Director, Regan
Holdings.
- ------------------------ ------------- --------- --------------------------- ----------- ----------------
ROBERT G. WADE, JR., Trustee Nominee Consultant to INVESCO, Inc. 1 Director,
age 75 for three from November 1996 to Pendragon.
year term December 1998; Chairman of
expiring the Board of Chancellor
2005. Capital Management, Inc.
Trustee and its subsidiaries from
since January 1995 to November
1987. 1996.
- ------------------------ ------------- --------- --------------------------- ----------- ----------------
JOHN F. NICKOLL, Trustee Three Director, Chairman, 1 Chairman of
age 67 year term President and Chief Wells Fargo
expires Executive Officer of The Business Credit.
2003. Foothill Group Inc., a
Trustee commercial finance and
since asset management company.
1987.
- ------------------------ ------------- --------- --------------------------- ----------- ----------------
DR. BRUCE H. OLSON, Trustee Three Professor of Finance, Miami 1 -
age 66 year term University (Ohio)
expires
2004.
Trustee
since
1987.
- -------------------------- ---------------- ----------- ----------------------------- ------------- ------------------
<FN>
- --------
1 Address: 1166 Avenue of the Americas - 27th Floor, New York, NY 10036.
</FN>
OFFICERS:
TERM OF
OFFICE
AND
POSITION(S) LENGTH OF
NAME , ADDRESS, HELD WITH TIME PRINCIPAL OCCUPATION(S)
AND AGE * THE FUND SERVED DURING PAST FIVE YEARS
- ------------------------ ------------- ---------- ---------------------------
A. GEORGE BAUMANN, President Since 2002 Head of INVESCO's
age 45 Institutional Fixed Income
at INVESCO since January
2001; President and CEO of
PRIMCO Capital Management
January 1998 - December
2000; President of PRIMCO
Capital Management 1995-1998.
- ------------------------ ------------- ---------- ---------------------------
CINDY A. HAYES, Treasurer Since 2002 Chief Financial Officer of
age 37 INVESCO's Institutional
Fixed Income Division since
January 2000; Controller of
PRIMCO Capital Management,
January 1996 - January 2000.
- ------------------------ ------------- ---------- ---------------------------
GAIL A. HANSON, Secretary Since 1997 Vice President, PFPC Inc.
age 60 (since December 1999); prior
101 Federal Street - 6th to December 1999, Counsel,
Floor, Boston, MA 02110 First Data Investor
Services, Inc.
- ------------------------ ------------- ---------- ---------------------------
<FN>
*Address: 400 W. Market St., Suite 3300, Louisville, KY 40202-1662, unless otherwise noted.
</FN>
BENEFICIAL OWNERSHIP OF SHARES HELD IN THE FUND FOR EACH TRUSTEE AND NOMINEE FOR
ELECTION AS TRUSTEE
Set forth in the table below is the dollar range of equity securities in
the Fund beneficially owned by each Trustee, as of August 1, 2002.
- ----------------------- ----------------------------
NAME OF TRUSTEE DOLLAR RANGE OF EQUITY
SECURITIES HELD IN THE FUND
- ----------------------- ----------------------------
John F. Nickoll $10,001-$50,000
- ----------------------- ----------------------------
Dr. Bruce H. Olson $1-$10,000
- ----------------------- ----------------------------
Dr. Donald Ratajcak $50,001-$100,000
- ----------------------- ----------------------------
Robert G. Wade, Jr. $10,001-$50,000
- ----------------------- ----------------------------
As of August 16, 2002, none of the Trustees or their immediate family
members owned beneficially or of record securities in the Adviser or any entity
directly or indirectly controlling, controlled by, or under common control with
the Adviser, nor did any Trustee purchase or sell securities of the Adviser or
its parents, or subsidiaries of either since January 1, 2001.
The Fund pays each Trustee not affiliated with the Adviser or its
affiliates an annual fee of $6,000 plus $1,000 as compensation for each board
meeting and committee meeting attended. Each Trustee is reimbursed for travel
and out-of-pocket expenses associated with attending board and committee
meetings. The Board of Trustees held four meetings (two of which were held by
telephone conference call) during the 2001 fiscal year, and each of the Trustees
attended at least 75% of the meetings. The aggregate fees and expenses paid to
Trustees by the Fund for the fiscal year ended December 31, 2001 amounted to $
44,433 (including reimbursement for travel and out-of-pocket expenses).
The following table sets forth certain information regarding the
compensation of the Fund's Trustees for the fiscal year ended December 31, 2001.
The officers of the Fund receive no compensation from the Fund for serving in
such capacity.
COMPENSATION TABLE
PENSION OR TOTAL COMPENSATION
AGGREGATE RETIREMENT BENEFITS FROM THE FUND
NAME OF PERSON COMPENSATION ACCRUED AS PART OF COMPLEX PAID TO
AND POSITION FROM THE FUND FUND EXPENSES 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,
Trustee $11,000 $0 $11,000
Robert G. Wade, Jr.,
Trustee $10,000 $0 $10,000
COMMITTEES
AUDIT COMMITTEE
The Board of Trustees has an Audit Committee, which consists of Messrs.
Nickoll, Olson, Ratajczak and Wade, all of whom are "non-interested" Trustees of
the Fund as defined in the listing standards of the American Stock Exchange.
None of the members of the Audit Committee is an "interested person" (as defined
in the Investment Company Act of 1940, as amended (the "1940 Act")). The Audit
Committee makes recommendations to the full Board of Directors with respect to
the engagement of independent auditors and reviews with the independent auditors
the plan and results of the audit engagement and matters having a material
effect on the Fund's financial operations. The Audit Committee met once during
the fiscal year ended December 31, 2001, with all members present.
AUDIT COMMITTEE REPORT
The role of the Audit Committee is to assist the Board of Trustees in its
oversight of the Fund's financial reporting process. The Audit Committee
operates pursuant to a Charter that was most recently amended and approved by
the Board on April 11, 2001. As set forth in the Charter, management of the Fund
is responsible for maintaining appropriate systems for accounting and internal
control. The Fund's independent auditors are responsible for planning and
carrying out a proper audit.
Ernst & Young, LLP ("Ernst & Young") was the independent auditor for the
Fund for the fiscal year ended December 31, 2001. In performing its oversight
function, the Audit Committee reviewed and discussed the audited financial
statements for the Fund's fiscal year ended December 31, 2001 with Fund
management and Ernst & Young. The Audit Committee discussed with Ernst & Young
the matters required to be discussed by Statement on Auditing Standards No. 61,
COMMUNICATION WITH AUDIT COMMITTEES, as modified or supplemented. The Audit
Committee also received the written disclosures from Ernst & Young required by
Independence Standards Board Standard No. 1, INDEPENDENT DISCUSSIONS WITH AUDIT
COMMITTEES, as currently in effect. Finally, the Committee considered whether
the provision by Ernst & Young to the Fund of information technology services
relating to financial information design and implementation, internal audit and
other nonaudit services to the Fund, or of professional services to the Fund's
Adviser and those affiliates thereof that provide services to the Fund, is
compatible with maintaining Ernst & Young's independence and has discussed with
Ernst & Young its independence.
Members of the Fund's Audit Committee are not professionally engaged in the
practice of auditing or accounting and are not employed by the Fund for
accounting, financial management or internal control. Moreover, the Audit
Committee relies on, and makes no independent verification of, the facts
presented and the representations made to it by Fund management and Ernst &
Young. Accordingly, the Audit Committee's oversight does not provide an
independent basis to determine that management has maintained appropriate
accounting and/or financial reporting principles and policies, or internal
controls and procedures, designed to assure compliance with accounting standards
and applicable laws and regulations. Furthermore, the Audit Committee's
considerations and discussions referred to above do not provide assurance that
the audit of the Fund's financial statements has been carried out in accordance
with generally accepted auditing standards or that the financial statements are
presented in accordance with generally accepted accounting principles.
Based on its consideration of the Fund's audited financial statements and
the discussions referred to above with Fund management and Ernst & Young, and
subject to the limitations on the responsibilities and role of the Audit
Committee as set forth in the Charter and discussed above, the Audit Committee
recommended the inclusion of the Fund's audited financial statements for the
year ended December 31, 2001 in the Fund's Annual Report dated December 31,
2001.
At a meeting held on April 17, 2002, upon the recommendation of the Audit
Committee, a majority of the Trustees who are not "interested persons" of the
Fund (as defined in the 1940 Act) selected Ernst & Young as independent auditors
for the Fund for the fiscal year ending December 31, 2002. Ernst & Young has
advised the Fund that, to the best of its knowledge and belief, as of the record
date, no Ernst & Young professional had any direct or material indirect
ownership interest in the Fund inconsistent with independent professional
standards pertaining to auditors. It is expected that representatives of Ernst &
Young will not be present at the Meeting, but will be available by telephone to
answer any questions that may arise. In reliance on Rule 32a-4 under the 1940
Act, the Fund is not seeking shareholder ratification of the selection of Ernst
& Young as independent auditors.
SUBMITTED BY THE AUDIT COMMITTEE OF THE FUND:
Dr. Bruce H. Olson, Chairman
John F. Nickoll
Dr. Donald Ratajczak
Robert G. Wade, Jr.
Set forth in the table below are fees billed by Ernst & Young to the Fund
and the Adviser for the Fund's fiscal year ended December 31, 2001.
FINANCIAL INFORMATION SYSTEMS
AUDIT FEES DESIGN AND IMPLEMENTATION FEES ALL OTHER FEES
---------- ------------------------------ --------------
$23,500 $ 0 $26,300
* "All Other Fees" includes non-audit related fees billed by Ernst & Young
directly to the Fund for tax services ($1,500), as well as non0Fund related fees
billed by Ernst & Young directly to the Fund's Adviser for audit and tax
services
KPMG LLP ("KPMG"), 1600 Market Street, Philadelphia, Pennsylvania, served
as independent auditors for the Fund from the Fund's commencement of operations
until May 3, 2001 when KPMG resigned as the Fund's auditor because of an issue
regarding their independence. Under a sweep arrangement, KPMG had inadvertently
invested in a money market fund advised by AIM Management Group, Inc., an
affiliate of the Adviser. Such a financial interest was inconsistent with the
SEC's rules as to auditor independence and investment company complexes. KPMG's
reports on the financial statements for fiscal years ended December 31, 1999 and
December 31, 2000 contained no adverse opinion or disclaimer of opinion and was
not qualified or modified as to uncertainty, audit scope, or accounting
principles. During the two fiscal years immediately preceding KPMG's resignation
and from January 1, 2001 through the date of KPMG's resignation, there were no
disagreements with KPMG on any matter of accounting principles or practices,
financial statement disclosure, or auditing scope or procedure.
OTHER COMMITTEES
The Board of Trustees performs the functions of a nominating committee and
will consider nominees for Trustee recommended by Fund shareholders if a vacancy
were to exist. Any recommendations should be forwarded to the Secretary of the
Fund.
REQUIRED VOTE
Election of Messrs. Ratajczak and Wade for Trustee requires the affirmative
vote of the holders of a majority of the outstanding shares of the Fund
represented at the Meeting in person or by proxy.
THE BOARD OF TRUSTEES UNANIMOUSLY RECOMMENDS THAT SHAREHOLDERS
VOTE FOR PROPOSAL 1.
---
All proposals by shareholders that are intended to be presented at the
Fund's next Annual Meeting of Shareholders to be held in 2003 must be received
by the Fund on or before April 29, 2003 in order to be considered for inclusion
in the Fund's proxy statement and form of proxy relating to that meeting.
ADDITIONAL INFORMATION
INVESTMENT ADVISER AND ADMINISTRATOR
INVESCO Institutional (N.A.), Inc. serves as the Fund's investment adviser
and its business address is 1166 Avenue of the Americas, 27th Floor, New York,
NY 10036. PFPC Inc. acts as the Fund's administrator and is located at 101
Federal Street, 6th Floor, Boston, Massachusetts 02110. PFPC is a leading
provider of full service mutual fund shareholder and record keeping services. In
addition to its mutual fund transfer agent and record keeping service, PFPC
provides complimentary services through its own subsidiary business units.
COMPLIANCE WITH THE 1934 ACT
Section 16(a) of the 1934 Act requires the Fund's officers and Trustees,
certain persons affiliated with INVESCO Institutional (N.A.), Inc. and persons
who beneficially own more than 10% of the Fund's shares to file reports of
ownership and changes of ownership with the SEC and the American Stock Exchange,
Inc. and to furnish the Fund with copies of all Section 16(a) forms they file.
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, 2001, all such filing requirements
applicable to such persons were met.
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.
August 28, 2002
- --------------------------------------------------------------------------------
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 POSTAGE-PAID ENVELOPE.
- --------------------------------------------------------------------------------
CIM HIGH YIELD SECURITIES
PROXY SOLICITED BY THE BOARD OF TRUSTEES
The undersigned hereby appoints Cindy Hayes 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 Bingham McCutchen LLP, 150 Federal Street, 25th Floor, Boston,
Massachusetts 02110 on October 11, 2002, at 11:00 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
X 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 TWO NOMINEES AS TRUSTEES.
1. Election of TrusteeS:
Nominees:
Dr. Donald Ratajczak ___ FOR ___ WITHHELD
Robert G. Wade, Jr.
--- -------------------------------
For the nominees except as noted above
MARK HERE FOR ADDRESS CHANGE AND NOTE BELOW ______
PLEASE SIGN, DATE, AND RETURN PROMPTLY IN THE ENCLOSED ENVELOPE. Note: Please
sign exactly as your name appears on this Proxy. If joint owners, EITHER may
sign this Proxy. When signing as attorney, executor, administrator, trustee,
guardian or corporate officer, please give your full title.
Signature: Date:
-------------------------------- --------------------
Signature: Date:
-------------------------------- --------------------