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:
[ X ] Preliminary Proxy Statement
[ ] 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 transactions
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 identity 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: August 1, 1997
CIM HIGH YIELD SECURITIES
ONE EXCHANGE PLACE
BOSTON, MASSACHUSETTS 02109
----------
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON OCTOBER 8, 1997
----------
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, Dana & Gould LLP, 150 Federal Street, Boston,
Massachusetts 02110, at 10:00 a.m., on October 8, 1997, for the following
purposes:
1. To elect one (1) Trustee 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, 1997
(PROPOSAL 2).
3. To change the fundamental investment restriction regarding securities
subject to restrictions to exclude certain Rule 144A securities
(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 11, 1997, 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 21, 1997
- --------------------------------------------------------------------------------
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:
<TABLE>
<CAPTION>
REGISTRATION VALID SIGNATURE
------------ ---------------
<S> <C>
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
</TABLE>
CIM HIGH YIELD SECURITIES
ONE EXCHANGE PLACE
BOSTON, MASSACHUSETTS 02109
----------
ANNUAL MEETING OF SHAREHOLDERS
OCTOBER 8, 1997
----------
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 October 8, 1997, at the offices of Bingham, Dana & Gould LLP, 150 Federal
Street, 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
primarily by mail, but such solicitations may also be made by telephone,
telegraph or personal interviews conducted by officers or employees of the Fund;
Chancellor LGT Asset Management, Inc. ("Chancellor LGT"), the investment adviser
of the Fund; and First Data Investor Services Group, Inc. ("Investor Services
Group"), 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. 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 Investor Services Group, 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 21, 1997.
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 nominee as Trustee, FOR
the selection of auditors, FOR the change in the fundamental investment
restriction regarding securities subject to restrictions to exclude certain Rule
144A securities, 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. 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 11, 1997, 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 11, 1997, there were 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 11, 1997, 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 11, 1997, Cede & Co., a nominee partnership of Depository Trust
Company, located at 7 Hanover Square, New York, New York 10004, held
or % 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 or % of the Fund's Shares; Prudential Securities
Incorporated, located at 100 Gold Street, New York, New York 10292 held or % of
the Fund's Shares; Interstate/ Johnson Lane Corporation, located at Interstate
Tower, P.O. Box 1012, Charlotte, North Carolina 28201, held or % 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
or % of the Fund's Shares.
As of August 11, 1997, 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 before 5:00 p.m., on
October 7, 1997.
2
PROPOSAL 1: ELECTION OF TRUSTEE.
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 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. The nominee 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.
<TABLE>
<CAPTION>
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 11, 1997
-------------------------- ----- ---------------
<S> <C> <C>
JOHN F. NICKOLL, age 62 .................................................... 1987
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.
</TABLE>
The following Trustees of the Fund will continue to serve in such
capacity until their terms of office expire and the successors are elected and
qualified:
<TABLE>
<CAPTION>
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 11, 1997
-------------------------- ----- ---------------
<S> <C> <C>
DR. BRUCE H. OLSON, age 62 ................................................. 1987
Trustee; Professor of Finance, Miami University (Ohio); Trustee,
Olde Custodian Fund; Trustee, Summit Investment Trust; term expires 1998.
DR. DONALD RATAJCZAK, age 54 ............................................... 1987
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; term expires 1999.
*ROBERT G. WADE, JR., age 70 ............................................... 1987
Trustee; Director, Chancellor LGT; prior to 1997, Chairman of the Board,
Chancellor Trust Company, Chancellor Capital Management, Inc. and Chancellor
Senior Secured Management, Inc.; term expires 1999.
- ---------
+ 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 affiliation with Chancellor LGT.
</TABLE>
3
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.
<TABLE>
<CAPTION>
NAME, AGE AND PRINCIPAL OCCUPATION OFFICE (YEAR
DURING THE PAST FIVE YEARS FIRST ELECTED)
-------------------------- --------------
<S> <C>
ROBERT G. WADE, JR., age 70 ................................................ ...........President (1988)
Retired; prior to February 1997, Chairman of the Board, Chancellor Trust Company,
Chancellor Capital Management, Inc. and Chancellor Senior Secured Management,
Inc.
DANIEL S. BALDWIN, age 45 .................................................. ............Vice President and
Managing Director of Chancellor LGT and LGT Asset Management Inc. since February Portfolio Manager (1987)
1997; prior to February 1997, Managing Director of Chancellor Trust Company
and Chancellor Capital Management, Inc.
JEFFREY M. TRONGONE, age 39 ................................................ .............Vice President and
Managing Director and Chief Financial Officer of Chancellor LGT and LGT Asset Treasurer (1989)
Management Inc. since February 1997; prior to February 1997, Managing Director
and Chief Financial Officer of Chancellor Trust Company and Chancellor Capital
Management, Inc.
GAIL A. HANSON, age 55 ..................................................... ..............Secretary (1997)
Counsel, Investor Services Group (since September, 1994); prior to September
1994, associate, Bingham, Dana & Gould.
</TABLE>
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, 1996, all such filing requirements
applicable to such persons were complied with.
All Trustees not affiliated with the Fund or Chancellor LGT, receive $1,000
as compensation for each board 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, 1996, amounted to $41,157 (including reimbursement for
travel and out-of-pocket expenses). The Board of Trustees held five meetings
during the 1996 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, 1996, and all member Trustees were present at the
meeting. The
4
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, 1996.
The officers of the Fund receive no compensation from the Fund for serving in
such capacity.
COMPENSATION TABLE
<TABLE>
<CAPTION>
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
------------ ------------- -------- ----------------
<S> <C> <C> <C>
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 ........................... 12,000 0 12,000
Trustee
Robert G. Wade, Jr. ....................... 0 0 0
President and Trustee
</TABLE>
REQUIRED VOTE
Election of the listed nominee 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 ("KPMG"), 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, 1997 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 Chancellor LGT. KPMG has no direct or indirect material
financial interest in the Fund or Chancellor LGT. It is expected that
representatives of KPMG will not attend the Meeting, but will be available by
telephone to respond to appropriate questions.
REQUIRED VOTE
Ratification of the selection of KPMG 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.
5
PROPOSAL 3: APPROVAL OF CHANGE TO FUNDAMENTAL INVESTMENT RESTRICTION.
The Fund has adopted investment restrictions that govern its operations.
Fundamental investment restrictions may not be changed without the approval of
the shareholders of the Fund. One of the Fund's fundamental investment
restrictions is the following:
"The Fund may not invest in securities which are subject to legal or
contractual restrictions on resale if, as a result thereof, more than 20% of
the total assets of the Fund, taken at market value, would be invested in
such securities."
This restriction would apply to securities which are not registered under the
Securities Act of 1933, as amended (the "1933 Act") and which are subject to
limitations on resale.
Since the commencement of the Fund in 1987 when the above investment
restriction was adopted, the institutional market for unregistered securities
has greatly expanded. In recognition of the increased size and importance of
this segment of the securities market and to facilitate the development of
efficient trading of unregistered securities among institutional investors, the
SEC in April 1990 adopted Rule 144A under the 1933 Act. Rule 144A securities
sold to qualified institutional buyers ("Rule 144A Securities") from the
registration requirements of the 1933 Act. Since adoption of the rule, Rule 144A
Securities have become an important part of the high yield market and many are
readily resold in the institutional marketplace with no liquidity problems.
The Fund's holdings of Rule 144A Securities could technically be subject to
the Fund's 20% limitation on securities that have restrictions on resale. The
Board of Trustees on April 2, 1997 determined that Rule 144A Securities that the
investment adviser determines to be liquid should not be considered restricted
securities for the purpose of application of the Fund's fundamental investment
restriction described above. The Board made this determination after
consideration of the broad market for and overall liquidity of Rule 144A
Securities and because the technical restrictions on the resale of Rule 144A
Securities have had no practical impact on the ability of the Fund to sell them
in the relevant market. Further, the Board recommended that the matter be
submitted to shareholders for their consideration and approval at the next
annual shareholders' meeting.
In order to exclude Rule 144A Securities from the Fund's investment
restriction regarding restricted securities, it is proposed that the investment
restriction be amended to read as follows:
The Fund may not invest in securities which are subject to legal or
contractual restrictions or resale if, as a result thereof, more than 20% of
the total assets of the Fund, taken at market value, would be invested in
securities, provided that securities that are not registered under the
Securities Act of 1933, as amended, but that are sold pursuant to Rule 144A
of such Act and that the Adviser determines to be liquid shall not be
subject to the foregoing limitation.
REQUIRED VOTE
The proposal to amend the Fund's fundamental investment restriction requires
approval by a majority of the shares of the Fund which means the lesser of (i)
more than 50% of the outstanding shares of the Fund or (ii) 67% or more of the
outstanding shares of the Fund present at the meeting if holders of more than
50% of the Fund's outstanding shares are represented in person or by proxy.
6
ADDITIONAL INFORMATION
THE ADMINISTRATOR
Investor Services Group, the Fund's Administrator, is a wholly-owned
subsidiary of First Data Corporation. Investor Services Group is located at One
Exchange Place, Boston, Massachusetts 02109. Investor Services Group is a
leading provider of full service mutual fund shareholder and recordkeeping
services. In addition to its mutual fund transfer agent and recordkeeping
service, Investor Services Group 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 1998 Annual
Meeting must be received by the Fund on or before April 28, 1998, 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 21, 1997
- --------------------------------------------------------------------------------
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.
- --------------------------------------------------------------------------------
7
CIM HIGH YIELD SECURITIES
PROXY SOLICITED BY THE BOARD OF TRUSTEES
The undersigned hereby appoints Jeffrey M. Trongone, Daniel
S. Baldwin 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,
Dana & Gould LLP, 150 Federal Street, Boston, Massachusetts 02110
on October 8, 1997, 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 ONE NOMINEE AS
TRUSTEE AND FOR PROPOSALS 2 AND 3.
1. ELECTION OF TRUSTEE:
Nominee: John F. Nickoll * FOR * WITHHELD
*
For all nominees except as noted above
2. To ratify the selection of KPMG Peat Marwick LLP as
independent auditors for the Fund. *FOR * AGAINST *
ABSTAIN
3. To change the fundamental investment restriction regarding
securities subject to restrictions to exclude certain Rule
144A
securities. * 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: , 1997
Signature
P:\SHARED\3RDPARTY\CIM\PROXY\SCH1497.DOC
