<PAGE> 1
SCHEDULE 14A
(RULE 14A-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. )
Filed by the Registrant /X/
Filed by a Party other than the Registrant / /
Check the appropriate box:
/ / Preliminary Proxy Statement / / Confidential, for Use of the
Commission Only (as permitted by
Rule 14a-6(e)(2))
/X/ Definitive Proxy Statement
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to Section 240.14a-11(c)
or Section 240.14a-12
AIM STRATEGIC INCOME FUND, INC.
- - --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
- - --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
/X/ $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), 14a-6(i)(2)
or Item 22(a)(2) of Schedule 14A.
/ / $500 per each party to the controversy pursuant to Exchange Act
Rule 14a-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 transactions applies:
- - --------------------------------------------------------------------------------
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rules 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:
- - --------------------------------------------------------------------------------
<PAGE> 2
AIM STRATEGIC INCOME FUND, INC.
11 GREENWAY PLAZA
SUITE 1919
HOUSTON, TEXAS 77046
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON APRIL 25, 1995
TO THE SHAREHOLDERS OF AIM STRATEGIC INCOME FUND, INC.:
NOTICE IS HEREBY GIVEN that the Annual Meeting of Shareholders of AIM
Strategic Income Fund, Inc. (the "Fund") will be held on Tuesday, April 25,
1995, at 3:00 p.m. Central time, at the offices of the Fund, 11 Greenway Plaza,
Suite 1919, Houston, Texas 77046, for the following purposes:
1. To elect two directors, each to serve until the expiration of a
three-year term, or until a successor is duly elected and qualified;
2. To ratify or reject the selection of KPMG Peat Marwick LLP as
independent auditors for the Fund for its fiscal year ending December
31, 1995; and
3. To transact any other business, not currently contemplated, that may
properly come before the meeting, in the discretion of the proxies or
their substitutes.
Shareholders of record at the close of business on March 6, 1995, are entitled
to notice of, and to vote at, the Annual Meeting or any adjournments thereof.
SHAREHOLDERS ARE REQUESTED TO EXECUTE AND RETURN PROMPTLY IN THE ENCLOSED
POSTAGE PAID RETURN ENVELOPE THE ACCOMPANYING PROXY WHICH IS BEING SOLICITED BY
THE MANAGEMENT OF THE FUND. THIS IS IMPORTANT FOR THE PURPOSE OF ENSURING A
QUORUM AT THE ANNUAL MEETING. PROXIES MAY BE REVOKED AT ANY TIME BEFORE THEY ARE
EXERCISED BY THE SUBSEQUENT EXECUTION AND SUBMISSION OF A REVISED PROXY, BY
GIVING WRITTEN NOTICE OF REVOCATION TO THE FUND AT ANY TIME BEFORE THE PROXY IS
EXERCISED OR BY VOTING IN PERSON AT THE ANNUAL MEETING.
By Order of the Board of Directors,
CAROL F. RELIHAN
Secretary
March 15, 1995
<PAGE> 3
AIM STRATEGIC INCOME FUND, INC.
11 GREENWAY PLAZA
SUITE 1919
HOUSTON, TEXAS 77046
---------------------
PROXY STATEMENT
---------------------
ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON APRIL 25, 1995
INTRODUCTION
This Proxy Statement is furnished in connection with the solicitation of
proxies by the Board of Directors of AIM Strategic Income Fund, Inc., a Maryland
corporation (the "Fund") for use at the Annual Meeting of Shareholders (the
"Meeting") of the Fund to be held on April 25, 1995. Even though you sign and
return the accompanying proxy, you may revoke it by giving written notice of
such revocation to the Secretary of the Fund prior to the Meeting or by
delivering a subsequently dated proxy or by attending and voting at the Meeting
in person.
The Fund has engaged the services of Shareholder Communications Corporation
("SCC") to assist it in the solicitation of proxies for the Meeting. The
estimated cost of such services is $3,800 and such cost is not expected to have
a material effect on the net asset value of the Fund. The Fund expects to
solicit proxies principally by mail, but the Fund or SCC may also solicit
proxies by telephone or personal interview. The expenses of this solicitation
and the Meeting will be paid by the Fund.
This Proxy Statement was first mailed to shareholders on or about March 15,
1995.
THE MOST RECENT ANNUAL REPORT FOR THE FUND IS AVAILABLE AT NO COST TO FUND
SHAREHOLDERS, UPON WRITTEN OR ORAL REQUEST BY CONTACTING THE FUND AT 11 GREENWAY
PLAZA, SUITE 1919, HOUSTON, TX 77046, OR BY CALLING 1-800-347-4246.
UNLESS SPECIFIC INSTRUCTIONS ARE GIVEN TO THE CONTRARY, THE PERSONS NAMED
IN THE ACCOMPANYING PROXY WILL VOTE THE NUMBER OF SHARES REPRESENTED THEREBY AS
DIRECTED BY THE PROXY, OR, IN THE ABSENCE OF SUCH DIRECTION, FOR THE ELECTION OF
DIRECTORS AS SET FORTH BELOW AND FOR THE RATIFICATION OF THE APPOINTMENT OF KPMG
PEAT MARWICK LLP AS INDEPENDENT AUDITORS FOR THE FUND. ABSTENTIONS AND BROKER
NON-VOTES WILL BE COUNTED AS SHARES PRESENT AT THE MEETING FOR QUORUM PURPOSES,
BUT WILL NOT BE COUNTED AS VOTES CAST AND WILL HAVE NO AFFECT ON THE RESULTS OF
THE VOTE.
<PAGE> 4
The Board of Directors has fixed the close of business on March 6, 1995, as
the record date for the determination of the shareholders entitled to notice of,
and to vote at, the Meeting or any adjournments thereof. As of that date, there
were 6,976,644 outstanding shares of common stock of the Fund, with each share
being entitled to one vote on each matter to come properly before the Meeting.
Assuming a quorum of a majority of the outstanding shares entitled to vote
at the Meeting is present, the affirmative vote of a plurality of all votes cast
at the Meeting is required for the election of directors (Proposal 1 below) and
the affirmative vote of a majority of the votes cast at the Meeting is required
for the ratification of the appointment of KPMG Peat Marwick LLP as independent
auditors for the Fund (Proposal 2 below).
If a quorum is not present by the time scheduled for the Meeting, or if a
quorum is present but sufficient votes in favor of any of the proposals
described in this Proxy Statement are not received, the persons named as proxies
may propose one or more adjournments of the Meeting to permit further
solicitations of proxies. No adjournment will be for a period ending later than
June 2, 1995. Any such adjournment will require the affirmative vote of a
majority of the shares present in person or by proxy at the session of the
Meeting to be adjourned. The persons named as proxies will vote in favor of any
such adjournment those proxies which instruct them to vote in favor of any of
the proposals to be considered at the adjourned Meeting, and will vote against
any such adjournment those proxies which instruct them to vote against or to
abstain from voting on all of the proposals to be considered at the adjourned
Meeting. Dissenting shareholders have no rights of appraisal or similar rights
with respect to the proposals herein.
PROPOSAL 1:
ELECTION OF DIRECTORS
Both of the nominees for director are presently directors of the Fund and
also serve as directors, trustees or officers of some or all of the open-end
investment companies managed or advised by A I M Advisors, Inc. ("AIM"). Both of
the nominees for director have served as directors of the Fund since the
inception of the Fund in March of 1989.
Each director who is elected at the Meeting will serve in such capacity for
a three year term or until his successor is elected and qualified. Each of the
nominees has agreed to serve as a director if elected. If either of the nominees
is unable to serve for any reason, the persons named as proxies will vote for
such other nominee or nominees as the directors who are not "interested persons"
of the Fund, as defined in the Investment Company Act of 1940, as amended (the
"1940 Act") may recommend. It is the intention of the persons named in the
enclosed form of proxy, unless otherwise directed by shareholders executing
proxies, to vote all proxies "FOR" the election of the two nominees listed
below.
2
<PAGE> 5
The following schedule sets forth certain information concerning each of
the nominees.
<TABLE>
<CAPTION>
NOMINATED
FOR A
TERM
TO
EXPIRE
AT
ANNUAL NUMBER
MEETING OF
NAME, AGE, PRINCIPAL OCCUPATION TO BE FUND
AND AFFILIATIONS DURING THE HELD SHARES
PAST FIVE YEARS IN: OWNED(1)
- - ------------------------------------------------------------------ ------ ------
<S> <C> <C>
Gary T. Crum (47)
Director and President, A I M Capital Management, Inc.; Director 1998 10,000
and Senior Vice President, A I M Management Group Inc., A I M
Advisors, Inc., A I M Global Associates, Inc., A I M Global
Holdings, Inc. and AIM Global Ventures Co.; Director, A I M
Distributors, Inc.; and Senior Vice President, AIM Global
Advisors Limited. (2)
Owen Daly II (70)
Director, Cortland Trust, Inc. (investment company). Formerly, 1998 1,000
Director, CF & I Steel Corp., Monumental Life Insurance Company
and Monumental General Insurance Company; and Chairman of the
Board of Equitable Bancorporation. (3)
</TABLE>
- - ------------
(1) Data indicate, to the best knowledge of the Fund, the number of Fund shares
owned as of March 6, 1995. As of March 6, 1995, each director who
beneficially owned shares of the Fund and all directors and officers as a
group owned less than 1% of the outstanding shares of the Fund.
(2) Mr. Crum is an "interested person" of the Fund, as defined in the 1940 Act,
primarily because of his positions with AIM, the Fund's investment advisor,
and its affiliated companies, as set forth above, and through his ownership
of stock of A I M Management Group Inc., which owns all of the outstanding
stock of AIM.
(3) Mr. Daly is a member of the Audit Committee and Nominating and Compensation
Committee and is Chairman of the Investments Committee.
3
<PAGE> 6
The following schedule sets forth certain information about the other
directors of the Fund:
<TABLE>
<CAPTION>
ELECTED
FOR A
TERM
TO
EXPIRE
AT
ANNUAL NUMBER
MEETING OF
NAME, AGE, PRINCIPAL OCCUPATION TO BE FUND
AND AFFILIATIONS DURING THE HELD SHARES
PAST FIVE YEARS IN: OWNED(1)
- - ------------------------------------------------------------------- ----- ------
<S> <C> <C>
Robert H. Graham (48)
Director, President and Chief Operating Officer, A I M Management 1996 1,481
Group Inc.; Director and President, A I M Advisors, Inc.;
Director and Executive Vice President, A I M Distributors, Inc.;
Director and Senior Vice President, A I M Capital Management,
Inc., A I M Fund Services, Inc., A I M Global Associates, Inc.,
A I M Global Holdings, Inc., AIM Global Ventures Co., A I M
Institutional Fund Services, Inc., and Fund Management Company;
and Senior Vice President, AIM Global Advisors Limited (2)
Lewis F. Pennock (52)
Attorney in private practice in Houston, Texas. (3) 1996 773
John F. Kroeger (70)
Trustee, Flag Investors International Trust; and Director, Alex. 1997 3,874
Brown Cash Reserve Fund, Inc., Flag Investors Emerging Growth
Fund, Inc., Flag Investors Intermediate Term Income Fund, Inc.,
Flag Investors Quality Growth Fund, Inc., Flag Investors Maryland
Intermediate Tax-Free Income Fund, Inc., Flag Investors Telephone
Income Fund, Inc., Flag Investors Total Return U.S. Treasury
Fund, Inc., Flag Investors Value Builder Fund, Inc., Managed
Municipal Fund, Inc., and North American Government Bond Fund,
Inc. (investment companies). Formerly, Consultant, Wendell &
Stockel Associates, Inc. (consulting firm). (3)
Charles T. Bauer (76)
Director, Chairman and Chief Executive Officer, A I M Management 1997 2,000
Group Inc.; Chairman of the Board of Directors, A I M Advisors,
Inc., A I M Capital Management, Inc., A I M Distributors, Inc.,
A I M Fund Services, Inc., A I M Global Associates, Inc., A I M
Global Holdings, Inc., A I M Institutional Fund Services, Inc.
and Fund Management Company; and Director, AIM Global Advisors
Limited, A I M Global Management Company Limited and AIM Global
Ventures Co. (2)(4)
</TABLE>
- - ------------
(1) Data indicate, to the best knowledge of the Fund, the number of Fund shares
owned as of March 6, 1995. As of March 6, 1995, each director who
beneficially owned shares of the Fund and all directors and officers as a
group owned less than 1% of the outstanding shares of the Fund.
(2) Messrs. Graham and Bauer are "interested persons" of the Fund, as defined in
the 1940 Act, primarily because of their positions with AIM, the Fund's
investment advisor, and its affiliated
(Footnotes continued on following page)
4
<PAGE> 7
companies, as set forth above, and through their ownership of stock of A I M
Management Group Inc., which owns all of the outstanding stock of AIM.
(3) Messrs. Pennock and Kroeger are members of the Fund's Audit Committee,
Investments Committee and Nominating and Compensation Committee. Mr. Pennock
serves as Chairman of the Nominating and Compensation Committee and Mr.
Kroeger serves as Chairman of the Audit Committee.
(4) Mr. Bauer is a member of the Fund's Investments Committee.
Directors of the Fund are elected in three classes. At each annual meeting
of shareholders of the Fund, directors are elected to succeed those directors
whose terms expire, and each newly-elected director is elected for a three-year
term. Accordingly, only directors in any one class may be changed in any one
year, and it would require two years to change a majority of the Board of
Directors.
Such a system of electing directors may have the effect of maintaining the
continuity of management and may make it more difficult for the Fund's
shareholders to change a majority of the Board of Directors. However, under
Maryland law, procedures are available for the removal of directors even if they
are not then standing for election; these procedures require a two-thirds vote
of shareholders. The Securities and Exchange Commission (the "Commission") has
also promulgated regulations that provide for the inclusion of shareholder
proposals in management's proxy statements, which may enable shareholders to
change the composition of the Board of Directors.
Each director of the Fund other than Mr. Gary T. Crum is also a director or
a trustee of AIM Equity Funds, Inc., AIM Funds Group, AIM International Funds,
Inc., AIM Investment Securities Funds, AIM Summit Fund, Inc., AIM Tax-Exempt
Funds, Inc., AIM Variable Insurance Funds, Inc., Short-Term Investments Co.,
Short-Term Investments Trust, and Tax-Free Investments Co.
During the fiscal year ended December 31, 1994, the Fund's Board of
Directors met nine times, the Audit Committee met four times, the Investments
Committee met four times and the Nominating and Compensation Committee met three
times. During such fiscal year, all of the Fund's directors attended at least
75% of the aggregate of the number of meetings of the Board of Directors and the
number of meetings held by all committees of the Board on which such director
served.
The functions of the Audit Committee include (i) advising the Board of
Directors with regard to the appointment of the Fund's independent auditors,
(ii) reviewing and approving audit and non-audit services provided by the Fund's
independent auditors, (iii) meeting with the financial officers of the Fund to
review the conduct of accounting and internal controls, and (iv) meeting with
AIM's general counsel and Fund counsel to review legal issues that may impact
the financial reporting process. The Nominating and Compensation Committee does
not consider nominees for director recommended by shareholders. None of the
members of the Audit Committee are "interested persons" of the Fund as defined
by the 1940 Act.
The functions of the Investments Committee include (i) assisting the Fund's
Board of Directors in carrying out its oversight responsibilities in specific
areas of investment management which require a continuous focus, (ii) overseeing
AIM's investment-related compliance systems and procedures with respect to the
Fund, and (iii) remaining apprised of regulatory developments affecting AIM's
investment activities with respect to the Fund.
5
<PAGE> 8
The functions of the Nominating and Compensation Committee include (i)
nominating persons for election as dis-interested directors (as defined by the
1940 Act) (a) as additions to the Fund's Board of Directors, (b) to fill
vacancies which, from time to time, may occur on the Fund's Board of Directors,
and (c) for election by shareholders of the Fund at meetings called for the
election of directors and (ii) reviewing from time to time, the compensation
payable to the dis-interested directors (as defined by the 1940 Act) and to make
recommendations to the Fund's Board of Directors with respect thereto. None of
the members of the Nominating and Compensation Committee are "interested
persons" of the Fund as defined by the 1940 Act.
REMUNERATION OF DIRECTORS
Each director is reimbursed for expenses incurred in attending each meeting
of the Board of Directors or any committee thereof. Each director who is not
also an officer of the Fund is compensated for his services according to a fee
schedule which recognizes the fact that such director also serves as a director
or trustee of certain other investment companies advised or managed by AIM. Each
such director receives a fee, allocated among such investment companies, which
consists of an annual retainer component and a meeting fee component.
Set forth below is information regarding compensation paid or accrued
during the fiscal year ended December 31, 1994 for each director of the Fund:
<TABLE>
<CAPTION>
RETIREMENT
BENEFITS TOTAL
AGGREGATE ACCRUED COMPENSATION
COMPENSATION BY ALL FROM ALL
DIRECTOR FROM FUND(1) AIM FUNDS(2) AIM FUNDS(3)
- - ----------------------------------------------- ------------ ------------- -------------
<S> <C> <C> <C>
Charles T. Bauer............................... $ 0 $ 0 $ 0
Gary T. Crum................................... $ 0 $ 0 $ 0
Owen Daly II................................... $ 713.45 $ 14,375.00 $ 45,843.75
Robert H. Graham............................... $ 0 $ 0 $ 0
John F. Kroeger................................ $ 713.45 $ 20,517.00 $ 45,843.75
Lewis F. Pennock............................... $ 713.45 $ 5,093.00 $ 45,843.75
</TABLE>
- - ---------------
(1) The total amount of compensation deferred by all Directors of the Fund
during the fiscal year ended December 31, 1994, including interest earned
thereon, was $1,516.78.
(2) During the fiscal year ended December 31, 1994, the total amount of expenses
allocated to the Fund in respect of such retirement benefits was $163.82.
(3) Messrs. Bauer, Daly, Graham, Kroeger and Pennock each serves as a Director
or Trustee of a total of 11 AIM Funds. Mr. Crum serves as Director of only
the Fund. Data reflect total compensation earned during the calendar year
ended December 31, 1994.
AIM FUNDS RETIREMENT PLAN FOR ELIGIBLE DIRECTORS/TRUSTEES
Under the terms of the AIM Funds Retirement Plan for Eligible
Directors/Trustees (the "Plan"), each director (who is not an employee of any of
the AIM funds, A I M Management Group Inc. or any of their affiliates) may be
entitled to certain benefits upon retirement from the Board of Directors.
Pursuant to the Plan, the normal retirement date is the date on which the
eligible director
6
<PAGE> 9
has attained age 65 and has completed at least five years of continuous service
with one or more of the regulated investment companies managed, administered or
distributed by AIM or its affiliates (the "AIM Funds"). Each eligible director
is entitled to receive an annual benefit from the AIM Funds commencing on the
first day of the calendar quarter coincident with or following his date of
retirement equal to 5% of such Director's compensation paid by the AIM Funds
multiplied by the number of such Director's years of service (not in excess of
10 years of service) completed with respect to any of the AIM Funds. Such
benefit is payable to each eligible director in quarterly installments for a
period of no more than five years. If an eligible director dies after attaining
the normal retirement date but before receipt of any benefits under the Plan
commences, the director's surviving spouse (if any) shall receive a quarterly
survivor's benefit equal to 50% of the amount payable to the deceased director,
for no more than five years beginning the first day of the calendar quarter
following the date of the director's death. Payments under the Plan are not
secured or funded by any AIM Fund.
Set forth below is a table that shows the estimated annual benefits payable
to an eligible director upon retirement assuming various final annual
compensation and years of service classifications. The estimated credited years
of service for Messrs. Daly, Kroeger and Pennock are 8, 17 and 13, respectively.
<TABLE>
<CAPTION>
NUMBER OF
YEARS OF FINAL ANNUAL COMPENSATION PAID BY ALL AIM FUNDS
SERVICE WITH -----------------------------------------------------
THE AIM FUNDS $40,000 $45,000 $50,000 $55,000
- - --------------------------------------- -------- -------- -------- --------
<S> <C> <C> <C> <C>
10............................... $ 20,000 $ 22,500 $ 25,000 $ 27,500
9............................... $ 18,000 $ 20,250 $ 22,500 $ 24,750
8............................... $ 16,000 $ 18,000 $ 20,000 $ 22,000
7............................... $ 14,000 $ 15,750 $ 17,500 $ 19,250
6............................... $ 12,000 $ 13,500 $ 15,000 $ 16,500
5............................... $ 10,000 $ 11,250 $ 12,250 $ 13,750
</TABLE>
DEFERRED COMPENSATION AGREEMENTS
Messrs. Daly and Kroeger (for purposes of this paragraph only, the
"deferring directors") have each executed a Deferred Compensation Agreement
(collectively, the "Agreements"). Pursuant to the Agreements, the deferring
directors may elect to defer receipt of up to 100% of their compensation payable
by the Fund, and such amounts are placed into a deferral account. Currently, the
deferring directors may select various AIM Funds in which all or part of his
deferral account shall be deemed to be invested. Distributions from the
deferring directors' deferral accounts will be paid in cash, in generally equal
quarterly installments over a period of five years beginning on the date the
deferring director's retirement benefits commence under the Plan. The Fund's
Board of Directors, in its sole discretion, may accelerate or extend the
distribution of such deferral accounts after the deferring director's
termination of service as a director of the Fund. If a deferring director dies
prior to the distribution of amounts in his deferral account, the balance of the
deferral account will be distributed to his designated beneficiary in a single
lump sum payment as soon as practicable after such deferring director's death.
The Agreements are not funded and, with respect to the payments of amounts held
in the deferral accounts, the deferring directors have the status of
7
<PAGE> 10
unsecured creditors of the Fund and of each other AIM Fund from which they are
deferring compensation.
REQUIRED VOTE
Assuming a quorum of a majority of the outstanding shares entitled to vote
at the Meeting is present or represented at the Meeting, the affirmative vote of
a plurality of all votes cast is required for the election of the directors.
PROPOSAL 2:
RATIFICATION OR REJECTION OF INDEPENDENT AUDITORS
The Board of Directors, including all of the directors who are not
"interested persons" of the Fund, has unanimously appointed KPMG Peat Marwick
LLP as independent auditors to examine and to report on the financial statements
of the Fund for the fiscal year ending December 31, 1995, and has voted to
submit such appointment to shareholders for ratification at the Meeting. Such
appointment is expressly conditioned upon the right of the Fund, by a vote of a
"majority of the outstanding voting securities" of the Fund (as defined in the
1940 Act) at a meeting called for the purpose, to terminate such appointment
forthwith without penalty. KPMG Peat Marwick LLP has no direct or indirect
financial interest in the Fund.
The Fund has engaged KPMG Peat Marwick LLP to provide the Fund with certain
non-audit services in addition to its services as independent auditors. These
additional services include the review of the Fund's federal income tax and
federal excise tax returns. At a meeting held on December 7, 1994, the Audit
Committee and the Board of Directors reviewed the non-audit services provided to
the Fund, and the fees for such services. The Board of Directors concluded that
the provision of such non-audit services would not impair the independence of
KPMG Peat Marwick LLP as auditors for the Fund.
Representatives of KPMG Peat Marwick LLP are expected to be present at the
Meeting and will have the opportunity to make such statements as they desire.
Such representatives are expected to be available to respond to appropriate
questions from shareholders.
REQUIRED VOTE AND DIRECTORS' RECOMMENDATION
Assuming a quorum of a majority of the outstanding shares entitled to vote
at the Meeting is present or represented at the Meeting, the affirmative vote of
a majority of the votes cast at the Meeting is required for the ratification of
the appointment of KPMG Peat Marwick LLP as auditors for the Fund's fiscal year
ending December 31, 1995. The Board of Directors recommends that shareholders
vote FOR approval of Proposal 2.
8
<PAGE> 11
GENERAL INFORMATION
EXECUTIVE OFFICERS OF THE FUND
The executive officers of the Fund and their principal occupations are set
forth below. The term of office of each of such officers is one year and until
his successor shall have been elected and qualified. Each of these officers also
serves as director, trustee or officer of some or all of the open-end management
investment companies managed or advised by AIM or its affiliates. Each such
person has served as an officer of the Fund since its inception in March of
1989, except Mr. Cox and Mr. Sachnowitz who have served as officers of the Fund
since March, 1992 and March, 1990, respectively.
<TABLE>
<CAPTION>
NUMBER OF
PRINCIPAL OCCUPATION FUND SHARES
EXECUTIVE OFFICE HELD IN THE FUND FOR THE LAST FIVE YEARS OWNED(1)
- - --------------------------------- ----------------------- -----------
<S> <C> <C>
Charles T. Bauer See "Election of Directors." 2,000
Chairman
Age: 76
Robert H. Graham See "Election of Directors." 1,481
President
Age: 48
Gary T. Crum See "Election of Directors." 10,000
Senior Vice President
Age: 47
John J. Arthur Senior Vice President and Treasurer, A I M 0
Senior Vice President and Advisors, Inc.; and Vice President and
Treasurer Treasurer, A I M Management Group Inc., A I M
Age: 50 Distributors, Inc., A I M Capital Management,
Inc., A I M Fund Services, Inc., A I M
Institutional Fund Services, Inc. and Fund
Management Company; and Vice President AIM
Global Advisors Limited, A I M Global
Associates, Inc., A I M Global Holdings,
Inc., and AIM Global Ventures Co.
William H. Kleh Director, Chairman and President, AIM Global 0
Senior Vice President Ventures Co.; Director and Managing Director,
Age: 49 AIM Global Advisors Limited; Director and
President, A I M Global Associates, Inc. and
A I M Global Holdings, Inc.; Director and
Senior Vice President, A I M Advisors, Inc.;
Director and Vice President, A I M Capital
Management, Inc. and Fund Management Company;
Director, A I M Global Management Company
Limited; Senior Vice President, A I M
Management Group Inc.; and Vice President,
A I M Distributors, Inc. and A I M Fund
Services, Inc.
</TABLE>
(Table continued on following page)
9
<PAGE> 12
<TABLE>
<CAPTION>
NUMBER OF
PRINCIPAL OCCUPATION FUND SHARES
EXECUTIVE OFFICE HELD IN THE FUND FOR THE LAST FIVE YEARS OWNED(1)
- - --------------------------------- ----------------------- -----------
<S> <C> <C>
Carol F. Relihan Vice President, General Counsel and 0
Vice President and Secretary, A I M Advisors, Inc., A I M Fund
Secretary Services, Inc., A I M Institutional Fund
Age: 40 Services, Inc., A I M Management Group, Inc.
and Fund Management Company; Vice President
and Secretary, A I M Distributors, Inc.,
A I M Global Associates, Inc., and A I M
Global Holdings, Inc.; Vice President and
Assistant Secretary, AIM Global Ventures Co.
and AIM Global Advisors Limited; and
Secretary, A I M Capital Management, Inc.
Dana R. Sutton Vice President and Fund Controller, A I M 0
Vice President and Advisors, Inc. and Assistant Vice President
Assistant Treasurer and Assistant Treasurer, Fund Management
Age: 36 Company.
David P. Barnard Vice President, A I M Capital Management, 133
Vice President Inc.
Age: 46
Melville B. Cox Vice President, A I M Advisors, Inc., A I M 0
Vice President Fund Services, Inc., A I M Capital
Age: 51 Management, Inc. and A I M Institutional Fund
Services, Inc.; and Assistant Vice President,
A I M Distributors, Inc. and Fund Management
Company. Formerly Vice President, Charles
Schwab & Co., Inc.; Assistant Secretary,
Charles Schwab Family of Funds and Schwab
Investments; Chief Compliance Officer,
Charles Schwab Investment Management, Inc.;
and Vice President, Integrated Resources Life
Insurance Co. and Capitol Life Insurance Co.
Lanny H. Sachnowitz Vice President, A I M Capital Management, 0
Vice President Inc.
Age: 30
</TABLE>
- - ---------------
(1) Data indicate, to the best knowledge of the Fund, the number of Fund shares
owned as of March 6, 1995. As of March 6, 1995, each executive officer of
the Fund who beneficially owned shares of the Fund and all directors and
officers as a group owned less than 1% of outstanding shares of the Fund.
All of the Fund's executive officers hold similar offices with some or all
of the open-end investment companies managed or advised by AIM. Officers of the
Fund receive no direct remuneration in such capacity from the Fund. The salaries
and other remuneration of the officers
10
<PAGE> 13
and directors of the Fund who are officers, directors or employees of A I M
Management Group Inc. ("AIM Management") are borne by AIM Management.
THE ADVISOR AND ITS AFFILIATES
A I M Advisors, Inc. ("AIM") has served as investment advisor to the Fund
since its inception on March 22, 1989 and is located at 11 Greenway Plaza, Suite
1919, Houston, TX 77046.
AIM is a wholly-owned subsidiary of AIM Management, 11 Greenway Plaza,
Suite 1919, Houston, Texas 77046. Four of the five directors and certain of the
officers of AIM are also executive officers of the Fund and their affiliations
are shown above under the caption "General Information -- Executive Officers of
the Fund." In addition, Nancy L. Martin, Vice President, General Counsel and
Assistant Secretary of A I M Capital Management, Inc. ("AIM Capital"), Assistant
Vice President, Assistant General Counsel and Assistant Secretary of AIM and
Assistant General Counsel and Assistant Secretary of AIM Management, A I M
Distributors, Inc. ("AIM Distributors"), A I M Fund Services, Inc. ("AIM Fund
Services"), AIM Global Advisors Limited, A I M Global Associates, Inc., A I M
Global Holdings, Inc., AIM Global Ventures Co. and Fund Management Company;
Samuel D. Sirko, Vice President, General Counsel and Assistant Secretary, AIM
Global Advisors Limited, A I M Global Associates, Inc., A I M Global Holdings,
Inc. and AIM Global Ventures Co., Assistant Vice President, Assistant General
Counsel and Assistant Secretary of AIM and Assistant General Counsel and
Assistant Secretary of AIM Management, AIM Capital, AIM Distributors, AIM Fund
Services, and Fund Management Company; Stephen I. Winer, Assistant Vice
President, Assistant General Counsel and Assistant Secretary of A I M
Institutional Fund Services, Inc. ("AIM Institutional Fund Services") and Fund
Management Company, Assistant Secretary of AIM, AIM Capital, AIM Distributors,
AIM Fund Services, AIM Global Advisors Limited, A I M Global Associates, Inc.,
A I M Global Holdings, Inc. and AIM Global Ventures Co.; and Kathleen J.
Pflueger, Assistant Secretary of AIM Management, AIM, AIM Capital, AIM
Distributors, AIM Fund Services, AIM Global Advisors Limited, A I M Global
Associates, Inc., A I M Global Holdings, Inc., and AIM Global Ventures Co., AIM
Institutional Fund Services and Fund Management Company, are Assistant
Secretaries of the Fund. Mary J. Benson, Assistant Vice President of AIM, serves
as Assistant Treasurer of the Fund. AIM owns 100% of the outstanding common
stock of: AIM Capital, a registered investment adviser; AIM Distributors, a
registered broker-dealer; Fund Management Company, a mutual fund administrator
and registered broker-dealer; AIM Fund Services and A I M Institutional Fund
Services, registered transfer agents. AIM Capital owns 100% of the outstanding
common stock of A I M Global Holdings, Inc. and A I M Global Holdings, Inc. owns
100% of the outstanding common stock of: A I M Global Associates, Inc., AIM
Global Ventures Co., AIM Global Advisors Limited and A I M Global Management
Company Limited. The address of each director and officer of AIM is 11 Greenway
Plaza, Suite 1919, Houston, Texas 77046.
SHAREHOLDER PROPOSALS
Shareholders who wish to present a proposal for action at the next annual
meeting of shareholders of the Fund, to be held on or about April 30, 1996,
should submit their proposal to the Secretary of the Fund by December 31, 1995.
11
<PAGE> 14
OTHER MATTERS
The directors do not know of any matters to be presented at the Meeting
other than those set forth in this Proxy Statement. If any other business should
come before the Meeting, the persons named in the accompanying proxy will vote
thereon in accordance with their best judgment and in the best interests of
shareholders.
By Order of the Board of Directors,
CAROL F. RELIHAN
Secretary
March 15, 1995
12
<PAGE> 15
AIM STRATEGIC INCOME FUND, INC.
THIS PROXY IS BEING SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
Proxy for Annual Meeting of Shareholders to be Held April 25, 1995
The shareholder hereby appoints Charles T. Bauer and Robert H. Graham and each
of them (with full power of substitution) as proxies to vote for the
shareholder all shares of AIM Strategic Income Fund, Inc. (the "Fund") which
the shareholder would be entitled to vote if personally present at the Annual
Meeting of Shareholders to be held on April 25, 1995 at 3:00 p.m. Central time,
or any adjournments thereof, upon the matters described in the accompanying
Proxy Statement and upon any other business that may properly come before the
Meeting or any adjournments thereof. Said proxies are directed to vote or to
refrain from voting pursuant to the Proxy Statement as checked on the reverse
side upon the matters indicated.
If any other matters should come before the Meeting, the persons named in this
Proxy will vote, act and consent with respect thereto in accordance with the
views of management. The shareholder acknowledges receipt with this proxy of
the Notice of Annual Meeting of Shareholders and the Proxy Statement of the
Board of Directors.
________________________________________________________________________________
PLEASE VOTE, DATE, AND SIGN ON OTHER SIDE AND RETURN PROMPTLY IN ENCLOSED
ENVELOPE.
Please sign this proxy exactly as your name appears on the books of the Fund.
Joint owners should each sign personally. Trustees and other fiduciaries should
indicate the capacity in which they sign, and where more than one name appears,
a majority must sign. If a corporation, this signature should be that of an
authorized officer who should state his or her title.
________________________________________________________________________________
HAS YOUR ADDRESS CHANGED? DO YOU HAVE ANY COMMENTS?
_____________________________________ _____________________________________
_____________________________________ _____________________________________
_____________________________________ _____________________________________
<PAGE> 16
/X/ PLEASE MARK VOTES AS IN
THIS EXAMPLE
1. The election of two Directors for the terms set forth in the
proxy statement.
For / / Withhold / / For All Except / /
GARY T. CRUM OWEN DALY II
2. Ratification of appointment of KPMG Peat Marwick LLP as independent
auditors for the Fund for its fiscal year ending December 31, 1995.
For / / Against / / Abstain / /
If you do not wish your shares voted THIS PROXY WHEN PROPERLY EXECUTED
"FOR" a particular nominee, mark the WILL BE VOTED IN THE MANNER
"For All Except" box and strike a DIRECTED HEREIN BY THE UNDERSIGNED
line through the nominee(s) name. SHAREHOLDER(S). IF NO DIRECTION IS
Your shares will be voted for the MADE, THIS PROXY WILL BE VOTED
remaining nominee(s). FOR PROPOSALS 1 AND 2.
Please be sure to sign and date this Proxy. Date _____________________________
____________________________________ ____________________________________
Shareholder sign here Co-owner sign here
Mark box at right if comments or address change have been made on the reverse
side of this card. / /
RECORD DATE SHARES:
