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)
__________________________________________
(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 27, 2003
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
9, 2003 at 10:00 a.m. Eastern time.
At the Meeting, you will be asked to vote on a proposal to elect one
(1) Trustee 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 9, 2003
-------------------
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 9, 2003, at 10:00 a.m., for the following
purposes:
1. To elect one (1) Trustee 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 15,
2003 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,
Deborah O'Neal-Johnson
Secretary
August 27, 2003
- --------------------------------------------------------------------------------
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 9, 2003
---------------------------
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 9, 2003, at 10:00 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 27,
2003, primarily by mail, but such solicitations may also be made by telephone 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., ("PFPC") the administrator, accounting agent and
transfer agent of the Fund and a subsidiary of The 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, 103 BELLEVUE PARKWAY, 2ND
FLOOR, WILMINGTON, DELAWARE, 19809, OR BY CALLING 1-800-331-1710. THIS PROXY
STATEMENT AND THE ENCLOSED PROXY CARD WILL FIRST BE MAILED TO SHAREHOLDERS ON OR
ABOUT AUGUST 27, 2003.
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 nominee as Trustee, 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 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
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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 15, 2003 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 15, 2003, there were 6,059,685.2170 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 15, 2003, 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 15, 2003, Cede & Co., a nominee partnership of The Depository Trust
Company, located at 55 Water Street - 25th Floor, New York, New York 10041-0002,
held 5,725,705.0000 or 94.4% of the Fund's Shares.
As of August 15, 2003, 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 7, 2003.
PROPOSAL: ELECTION OF TRUSTEE.
The Board of Trustees is divided into three classes. Each year the term
of office of one class will expire. At the Meeting, one (1) of the four Trustees
of the Fund is to be elected, to hold office for a period of three years and
until a successor is elected and qualified. The nominee, John F. Nickoll, is
currently a Trustee of the Fund and has indicated that he will serve, if
elected, but if he 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.
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The business and affairs of the Fund are managed under the direction of
the Fund's Board of Trustees, none of whom are considered to be interested
trustees under the Investment Company Act of 1940 (the "1940 Act"). Information
pertaining to the Trustees and officers of the Fund is set forth below.
TRUSTEES:
- -------------------------- -------------- ------------- -------------------------- -------------- ----------------------
NUMBER OF
PORTFOLIOS
TERM OF IN FUND
POSITION(S) OFFICE AND COMPLEX
HELD WITH LENGTH OF PRINCIPAL OCCUPATION(S) OVERSEEN BY OTHER DIRECTORSHIPS
NAME , ADDRESS (1), AND AGE THE FUND TIME SERVED DURING PAST FIVE YEARS TRUSTEE HELD BY TRUSTEE
- --------------------------- ------------- ------------- -------------------------- -------------- ----------------------
DR. DONALD RATAJCZAK, Chairman of Term: Chairman and CEO of 1 Director, Ruby
D.O.B.: 10/21/42 the Board of 2002-2005; Brainworks Ventures, an Tuesday, Inc.
Trustees Trustee enterprise and asset (restaurant);
since 1987. management business; Director, Morgan,
Former Director, Keegan & Company
Economic Forecasting (investment firm)
Center, Georgia State until March 30,
University from July 2001, remains a
1973 to June 2000; consulting
Professor, Georgia State economist; Director,
University (retired June Crown Crafts
30, 2000). (consumer products
company); Director,
TBC Corporation
(tire marketing and
distribution
company); Director,
Regan Holdings.
(insurance marketing
company).
- -------------------------- -------------- ------------- -------------------------- -------------- ----------------------
ROBERT G. WADE, JR., Trustee Term: Consultant to INVESCO, 1 N/A
D.O.B.: 7/16/27 2002-2005; Inc. from November 1996
Trustee to December 1998;
since 1987. retired in 1998.
- -------------------------- -------------- ------------- -------------------------- -------------- ----------------------
JOHN F. NICKOLL, Trustee Term: Director, Chairman, 1 Chairman of Wells
D.O.B.: 1/2/35 2000-2003; President and Chief Fargo Business
Trustee Executive Officer of The Credit.
since 1987. Foothill Group Inc., a
commercial finance and
asset management company.
- -------------------------- -------------- ------------- -------------------------- -------------- ----------------------
DR. BRUCE H. OLSON, Trustee Term: Professor of Finance, 1 N/A
D.O.B.: 9/19/35 2001-2004; Miami University (Ohio)
Trustee
since 1987.
- -------------------------- -------------- ------------- -------------------------- -------------- ----------------------
<FN>
- ----------
(1) 1166 Avenue of the Americas, 27th Floor, New York, NY 10036
</FN>
A-3
OFFICERS:
- -------------------------- ------------------- ------------------------ ------------------------------------------------------------
NAME, ADDRESS* POSITION(S) HELD TERM OF OFFICE AND PRINCIPAL OCCUPATION(S) DURING PAST
AND AGE WITH THE FUND LENGTH OF TIME SERVED FIVE YEARS
- -------------------------- ------------------- ------------------------ ------------------------------------------------------------
A. GEORGE BAUMANN, President Term: Until successor Head of Institutional Fixed Income at INVESCO since January
D.O.B.: 1/1/57 is elected; Since 2002 2001; President and CEO of PRIMCO Capital Management,
January 1998 - December 2000; President of PRIMCO Capital
Management, 1995-1998.
- -------------------------- ------------------- ------------------------ ------------------------------------------------------------
CINDY M. HAYES, Treasurer Term: Until successor Chief Financial Officer of INVESCO's Institutional Fixed
D.O.B.: 10/30/64 is elected; Since 2002 Income Division since January 2000; Controller of PRIMCO
Capital Management, January 1996 - January 2000.
- -------------------------- ------------------- ------------------------ ------------------------------------------------------------
DEBORAH O'NEAL-JOHNSON, Secretary Term: Until successor Associate General Counsel, INVESCO Institutional (N.A.),
D.O.B.: 3/24/65 is elected; Since 2003 Inc., since 1997.
- -------------------------- ------------------- ------------------------ ------------------------------------------------------------
<FN>
*Address: 400 W. Market St., Suite 3300, Louisville, KY 40202-1662.
</FN>
BENEFICIAL OWNERSHIP OF SHARES HELD IN THE FUND BY 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, 2003.
- --------------------------------- -----------------------------------
NAME OF TRUSTEE DOLLAR RANGE OF EQUITY
SECURITIES IN THE FUND
- --------------------------------- -----------------------------------
John F. Nickoll $10,001 - $50,000
- --------------------------------- -----------------------------------
Dr. Bruce H. Olson $1 - $10,000
- --------------------------------- -----------------------------------
Dr. Donald Ratajczak $ 50,001-$100,000
- --------------------------------- -----------------------------------
Robert G. Wade, Jr. $10,001 - $50,000
- --------------------------------- -----------------------------------
As of August 1, 2003, 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.
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 via
telephone conference call) during the fiscal year ended December 31, 2002, and
each of the Trustees attended at least 75% of the meetings. The aggregate fees
and expenses paid to the Trustees by the Fund for the fiscal year ended December
31, 2002 amounted to $52,653 (including reimbursement for travel and
out-of-pocket expenses).
A-4
The following table sets forth certain information regarding the
compensation of the Fund's Trustees for the fiscal year ended December 31, 2002.
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, $12,000 $0 $12,000
Chairman of the Board
of Trustees
Dr. Bruce H. Olson, $12,000 $0 $12,000
Trustee
John F. Nickoll,
Trustee $12,000 $0 $12,000
Robert G. Wade, Jr.,
Trustee $12,000 $0 $12,000
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 1940 Act. The Audit Committee makes recommendations to the full Board of
Trustees 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 twice during the fiscal year ended December 31, 2002, 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 24, 2003, a copy of which is attached as Exhibit A. 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, 2002. In performing its
oversight function, the Audit Committee reviewed and
A-5
discussed the audited financial statements for the Fund's fiscal year ended
December 31, 2002 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 non-audit services to the Fund, or of
professional services to the 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, 2002 in the Fund's Annual Report dated December 31,
2002.
At a meeting held on April 24, 2003, 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, 2003. 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, 2002
A-6
Financial Information Systems Design and
Audit Fees Implementation Fees 1 All Other Fees (1)
-------------- ------------------------------------------- ---------------------
Fund $ 26,000 $0 $ 2,000 (2)
Adviser $212,000 $0 $155,077 (3)
<FN>
(1) The Audit Committee has considered these services provided by Ernst & Young
and has determined that the provision of such services is compatible with
Ernst & Young maintaining its independence.
(2) Includes non-audit related fees billed by Ernst & Young directly to the
Fund for tax services.
(3) Includes non-Fund related fees billed by Ernst & Young directly to the
Adviser for audit and tax services.
</FN>
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 Mr. Nickoll as 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.
A-7
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 2004 must be received
by the Fund on or before May 1, 2004 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. ("Invesco") 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. ("PFPC") 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 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, 2002, 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 27, 2003
- --------------------------------------------------------------------------------
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.
- --------------------------------------------------------------------------------
A-8
CIM HIGH YIELD SECURITIES
AUDIT COMMITTEE CHARTER
PRIMARY RESPONSIBILITIES
The primary responsibilities of the Audit Committee are as follows:
1. Assist the Board in fulfilling its oversight responsibilities for
the quality and integrity of the accounting, auditing and
reporting practices of the Fund;
2. Recommend to the Board the selection or termination of the
independent accountant employed by the Fund for the purpose of
preparing or issuing an audit report or related work;
3. Be directly responsible for the compensation, retention and
oversight of the work of the Fund's independent accountant,
including resolution of disagreements between Fund management and
the accountant regarding financial reporting;
4. Preapprove, or establish preapproval policies and procedures
concerning, the following:
o all audit and permitted non-audit services to be provided the
Fund, and
o all permitted non-audit services to be provided by the Fund's
independent accountant to the adviser and to entities
controlling, controlled by or under common control with the
adviser that provide ongoing services to the Fund, if the
services relate directly to the operations and financial
reporting of the Fund, except that de minimis non-audit
services, may, to the extent permitted by applicable law, be
approved prior to completion of the audit; and
5. Ensure that the Board is fully informed about any findings or
recommendations of the independent accountant.
In order to fulfill these responsibilities, the Audit Committee will do
the following, to the extent required by law or deemed necessary or appropriate
by the Audit Committee:
o Evaluate the accountant's independence, receive the accountant's
specific representations as to independence and review the
accountant's partner rotation policies.
o Review and recommend to the Board the fees of the independent
accountant in view of the scope of the services provided.
o Meet with the independent accountant, including private meetings
as necessary,
o to review the scope of and arrangements and procedures for the
proposed audit for the current year and any special audits,
o to receive from the accountant all required reports, including
reports of critical accounting policies and practices used,
alternative treatments of financial information discussed with
management and other material written communications with
management,
o at the conclusion of the audit, to review with the accountant
the results of the audit and to discuss any matters of
concern, comments or recommendations relating to the Fund's
financial statements, including any adjustments recommended by
the accountant, or other results of the audit, and
o to consider the accountant's comments with respect to the
Fund's financial policies, procedures and internal accounting
and financial controls (including the adequacy of internal
controls and the
A-9
adequacy of organizational resources committed to the
financial, accounting and compliance functions), and
management's responses thereto.
o Review with the independent accountant and the adviser's financial
and accounting personnel the adequacy and effectiveness of the
accounting and financial controls of the Fund, and elicit
recommendations for the improvement of such internal controls.
o Receive from management all required reports, including required
reports on significant deficiencies in the design or operation of
internal controls and fraud involving management or other
employees.
o Review management's compliance plan and compliance organization.
o Consider the effect on the Fund of any changes in accounting
principles or practices proposed by management or the auditors.
o Investigate any matter brought to its attention within the scope
of its duties, including improprieties or suspected improprieties
in Fund operations.
o Present to the Board a summary of the examination report from the
independent accountant, including any deficiencies and/or
recommendations noted.
o Report its activities to the Board on a regular basis, and make
such recommendations with respect to the above and other matters
as the Audit Committee may deem necessary or appropriate.
The Committee may also address other issues as they are identified and
delegated to the Committee. In furtherance of the foregoing, the Committee shall
have the resources and authority it determines to be necessary or appropriate to
discharge its responsibilities, including the authority to retain independent
counsel and other advisers and experts. Costs incurred by the Committee in
discharging its responsibilities shall be borne by the Fund.
The Committee will review this Charter annually and recommend any
changes to the Board.
CONCERNING THE COMMITTEE
o The Audit Committee shall continue in existence until dissolved by
the Board.
o The Audit Committee shall be composed solely of the trustees of
the Fund who are (a) not "interested persons" of the Fund for
purposes of the Investment Company Act of 1940, as amended, and
(b) otherwise "independent" of the Fund within the meaning of
Section 301 of the Sarbanes-Oxley Act of 2002. Subject to the
foregoing, the Committee shall have such members as the Board
shall determine from time to time
o The Committee Chair shall be elected bi-annually by the full Board
of Trustees.
o The Audit Committee shall meet on a regular basis, generally in
conjunction with scheduled Board meetings. Additional meetings may
be called by the Chair of the Committee as needed. The Committee
shall meet at least two times per year, and more often as
warranted, with the Fund's independent accountant. Such meetings
shall include private sessions to the extent that the Committee or
the independent accountant believes necessary. The Committee also
shall meet regularly with the Fund's and the adviser's financial
and accounting personnel.
Dated: April 24, 2003
A-10
CIM HIGH YIELD SECURITIES
PROXY SOLICITED BY THE BOARD OF TRUSTEES
The undersigned hereby appoints Cindy Hayes and Lisa M. King, 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 9, 2003, 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.
- ----------- -----------
SEE REVERSE CONTINUED AND TO BE SIGNED ON REVERSE SIDE SEE REVERSE
SIDE 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 NOMINEE AS TRUSTEE.
1. ELECTION OF TRUSTEE:
NOMINEE:
John F. Nickoll [ ] FOR [ ] WITHHELD
MARK HERE FOR ADDRESS CHANGE AND NOTE AT LEFT [ ]
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:
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Signature: Date:
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