CIM HIGH YIELD SECURITIES
                               ONE EXCHANGE PLACE
                           BOSTON, MASSACHUSETTS 02109

                    NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
                        TO BE HELD ON SEPTEMBER 25, 1996


To the Shareholders of 
 CIM HIGH YIELD SECURITIES: 

    Notice is hereby given that the Annual Meeting of Shareholders 
of CIM 
High Yield Securities (the "Fund"), a Massachusetts business 
trust, will 
be held at the offices of Chancellor Trust Company, 1166 Avenue of 
the 
Americas, New York, New York 10036, at 10:00 a.m., on September 
25, 1996, 
for the following purposes: 

       1. To elect two (2) Trustees of the Fund (PROPOSAL 1). 

       2. To ratify the selection of KPMG Peat Marwick LLP as 
independent 
          auditors for the Fund for the fiscal year ending 
December 31, 
          1996 (PROPOSAL 2). 

       3. To approve or disapprove a new Advisory Agreement 
between the 
          Fund and Chancellor LGT Asset Management, Inc. effective 
upon 
          the completion of the purchase by a wholly-owned 
subsidiary of 
          Liechtenstein Global Trust, AG of Chancellor Capital 
          Management, Inc., and its subsidiaries including 
Chancellor 
          Trust Company, the current adviser to the Fund, (the 
          "Transaction"), as further described in the Proxy 
Statement 
          attached hereto. Notwithstanding shareholder approval, 
the new 
          Advisory Agreement will not be executed, and the 
existing 
          Advisory Agreement will remain in effect, unless and 
until the 
          Transaction is consummated (PROPOSAL 3). 

       4. To transact such other business as may properly come 
before the 
          meeting or any adjournment thereof. 

    The Board of Trustees has fixed the close of business on 
August 2, 
1996, as the record date for the determination of shareholders 
entitled to 
notice of and to vote at the meeting. 

                                        By order of the Board of 
Trustees, 
                                            

                                        PATRICIA L. BICKIMER 
                                        Secretary 

August 27, 1996 



    SHAREHOLDERS WHO DO NOT EXPECT TO ATTEND THE MEETING ARE 
REQUESTED 
  TO PROMPTLY COMPLETE, SIGN, DATE AND RETURN THE PROXY CARD IN 
THE 
  ENCLOSED ENVELOPE WHICH NEEDS NO POSTAGE IF MAILED IN THE 
CONTINENTAL 
  UNITED STATES. INSTRUCTIONS FOR THE PROPER EXECUTION OF PROXIES 
ARE SET 
  FORTH ON THE INSIDE COVER. 

                      INSTRUCTIONS FOR SIGNING PROXY CARDS

    The following general rules for signing proxy cards may be of 
assistance to you and avoid the time and expense to the Fund 
involved in 
validating your vote if you fail to sign your proxy card properly. 

    1. Individual Accounts: Sign your name exactly as it appears 
in the 
registration on the proxy card. 

    2. Joint Accounts: Either party may sign, but the name of the 
party 
signing should conform exactly to a name shown in the 
registration. 

    3. All Other Accounts: The capacity of the individual signing 
the 
proxy should be indicated unless it is reflected in the form of 
registration. For example: 




                REGISTRATION                        VALID 
SIGNATURE 

                                                      
CORPORATE ACCOUNTS 
(1) ABC Corp.                                      ABC Corp. 
(2) ABC Corp.                                      John Doe, 
Treasurer 
(3) ABC Corp. 
     c/o John Doe, Treasurer                       John Doe 
(4) ABC Corp. Profit Sharing Plan                  John Doe, 
Trustee 

TRUST ACCOUNTS 
(1) ABC Trust                                      Jane B. Doe, 
Trustee 
(2) Jane B. Doe, Trustee                           Jane B. Doe 
     u/t/d 12/28/78 

CUSTODIAL OR ESTATE ACCOUNTS 
(1) John B. Smith, Cust. 
     f/b/o John B. Smith, Jr. UGMA                 John B. Smith 
(2) John B. Smith                                  John B. Smith, 
Jr., Executor 




                         CIM HIGH YIELD SECURITIES 
                            ONE EXCHANGE PLACE 
                        BOSTON, MASSACHUSETTS 02109 

                      ANNUAL MEETING OF SHAREHOLDERS 
                            SEPTEMBER 25, 1996 

                              PROXY STATEMENT 

    This Proxy Statement is furnished in connection with the 
solicitation 
of proxies by the Board of Trustees of CIM High Yield Securities 
(the 
"Fund") for use at the Annual Meeting of Shareholders of the Fund 
to be 
held at 10:00 a.m., on September 25, 1996, at the offices of 
Chancellor 
Trust Company ("CTC"), 1166 Avenue of the Americas, New York, New 
York, 
10036 and at any adjournments thereof (collectively, the 
"Meeting"). A 
Notice of Annual Meeting of Shareholders and a proxy card 
accompany this 
Proxy Statement. Proxy solicitations will be made primarily by 
mail, but 
such solicitations may also be made by telephone, telegraph or 
personal 
interviews conducted by officers or employees of the Fund; CTC, 
the 
investment adviser of the Fund; and First Data Investor Services 
Group, 
Inc. ("FDISG"), the administrator and transfer agent of the Fund, 
or any 
of their affiliates. The costs of proxy solicitation and expenses 
incurred 
in connection with the preparation of this Proxy Statement and its 
enclosures will be paid by the Fund and by Chancellor Capital 
Management, 
Inc., the corporate parent of CTC. The Fund will also reimburse 
brokerage 
firms and others for their expenses in forwarding solicitation 
material to 
the beneficial owners of Fund shares. The Fund's most recent 
annual and 
semi-annual reports are available upon request, without charge, by 
writing 
to First Data Investor Services Group, Inc., One Exchange Place, 
P.O. Box 
1376, Boston, Massachusetts, 02109 or calling 1-800-331-1710. This 
Proxy 
Statement and the form of proxy will first be mailed to 
shareholders on or 
about August 27, 1996. 

    If the enclosed proxy is properly executed and returned in 
time to be 
voted at the Meeting, the shares represented thereby will be voted 
in 
accordance with the instructions marked thereon. Unless 
instructions to 
the contrary are marked thereon, a proxy will be voted FOR the 
election of 
the nominees as Trustees, FOR the selection of auditors, FOR the 
approval 
of the new Advisory Agreement and FOR any other matters deemed 
appropriate. Proxies that reflect abstentions and "broker non-
votes" 
(i.e., shares held by brokers or nominees as to which (i) 
instructions 
have not been received from the beneficial owners or the persons 
entitled 
to vote and (ii) the broker or nominee does not have discretionary 
voting 
power on a particular matter) will be counted as shares that are 
present 
and entitled to vote on the matter for purposes of determining the 
presence of a quorum. With respect to the election of Trustees and 
the 
selection of auditors, neither abstentions nor broker non-votes 
have any 
effect on the outcome. With respect to certain proposals 
(including the 
approval of a new Advisory Agreement), abstentions and broker non-
votes 
have the effect of a negative vote on the proposal. Any 
shareholder who 
has given a proxy has the right to revoke it at any time prior to 
its 
exercise either by attending the Meeting and voting his or her 
shares in 
person, or by submitting a letter of revocation or a later-dated 
proxy to 
the Fund at the above address prior to the date of the Meeting. 

    In the event that a quorum is not present at the Meeting, or 
in the 
event that a quorum is present at the Meeting but sufficient votes 
to 
approve any of the proposals are not received, the persons named 
as 
proxies may propose one or more adjournments of the Meeting to 
permit 
further solicitation of proxies. Any such adjournment will require 
the 
affirmative vote of a majority of those shares represented at the 
Meeting 
in person or by proxy. If a quorum is present, the persons named 
as 
proxies will vote those proxies which they are entitled to vote 
FOR all 
the proposals to be considered at the adjourned meeting in favor 
of such 
an adjournment, and will vote those proxies required to be voted 
AGAINST 
any such proposal against any such adjournment. A shareholder vote 
may be 
taken on one or more of the proposals in this Proxy Statement 
prior to any 
such adjournment if sufficient votes have been received for 
approval. 
Under the By-Laws of the Fund, a quorum is constituted by the 
presence in 
person or by proxy of the holders of more than 50% of the 
outstanding 
shares of the Fund entitled to vote at the Meeting. 

    The close of business on August 2, 1996, has been fixed as the 
record 
date for the determination of shareholders entitled to notice of 
and to 
vote at the Meeting and all adjournments thereof. 

    The Fund has one class of shares of beneficial interest, par 
value 
$.01 per share. On the record date, August 2, 1996, there were 
5,621,639 
shares outstanding (the "Shares"). Each of such Shares is entitled 
to one 
vote at the Meeting, and fractional Shares are entitled to 
proportionate 
shares of one vote. To the knowledge of the Board of Trustees, as 
of 
August 2, 1996, no single shareholder or "group" (as that term is 
used in 
Section 13(d) of the Securities Exchange Act of 1934 (the "1934 
Act")) 
beneficially owned more than 5% of the Fund's outstanding Shares. 
Information as to beneficial ownership is based on reports filed 
with the 
Securities and Exchange Commission ("SEC") by such holders. 

    As of August 2, 1996, Cede & Co., a nominee partnership of 
Depository 
Trust Company, located at 7 Hanover Square, New York, New York 
10004, held 
4,913,306 or 87.40% of the Fund's Shares. Of the shares held by 
Cede & 
Co., Smith Barney Inc., located at American Express Tower, World 
Financial 
Center, New York, New York 10285, held 1,724,697 or 30.70% of the 
Fund's 
Shares; Prudential Securities Incorporated, located at 100 Gold 
Street, 
New York, New York 10292 held 468,683 or 8.34% of the Fund's 
Shares;
Interstate/Johnson Lane Corporation, located at Interstate Tower,
P.O. Box 1012, Charlotte, North Carolina 28201, held 377,627 or 
6.72%
of the Fund's Shares and Merrill Lynch, Pierce, Fenner & Smith
Incorporated, located at North Tower, World Financial Center, New 
York,
New York 10281, held 437,786 or 7.88% of the Fund's Shares. 

    As of August 2, 1996, the Trustees and officers as a group 
owned less 
than 1% of the Fund's outstanding Shares. 

    In order that your Shares may be represented at the Meeting, 
you are 
requested to: 

    -- indicate your instructions on the proxy card; 

    -- date and sign the proxy card; 

    -- mail the proxy card promptly in the enclosed envelope which 
       requires no postage if mailed in the continental United 
States; and 

    -- allow sufficient time for the proxy to be received on or 
before 
       5:00 p.m., on September 24, 1996. 

PROPOSAL 1: ELECTION OF TRUSTEES. 

    At the Meeting, two (2) of the four Trustees of the Fund are 
to be 
elected, each to hold office for a period of three years and until 
his 
successor is elected and qualified. The Board of Trustees is 
divided into 
three classes. Each year the term of office of one class will 
expire. Each 
nominee is currently a Trustee of the Fund and has indicated that 
he will 
serve, if elected, but if either nominee should be unable to 
serve, the 
proxy will be voted FOR any other person determined by the persons 
named 
in the proxy in accordance with their judgment. 



                                                                   
SHARES OF 
                                                                    
THE FUND 
       NAME, AGE, PRINCIPAL OCCUPATION            SERVED AS       
BENEFICIALLY 
           AND OTHER DIRECTORSHIPS+               A TRUSTEE       
OWNED AS OF 
          DURING THE PAST FIVE YEARS                SINCE        
AUGUST 2, 1996 
                                                                 

DR. DONALD RATAJCZAK, age 53 ................        1987             
4,877 
  Chairman of the Board of Trustees; Director, 
   Economic Forecasting Center, Georgia State 
   University; Professor, Georgia State 
   University; Director, Morrison Fresh Cooking; 
   Director, Ruby Tuesday, Inc.; Director, 
   Morgan, Keegan & Company. 

*ROBERT G. WADE, JR., age 69 ................        1987            
1,959 
  Trustee; Chairman of the Board, CTC, Chancellor 
   Capital Management, Inc. and Chancellor Senior 
   Secured Management, Inc. 


    The following Trustees of the Fund continue to serve in such 
capacity 
until their terms of office expire and the successors are elected 
and 
qualified: 



                                                                   
SHARES OF 
                                                                    
THE FUND 
       NAME, AGE, PRINCIPAL OCCUPATION            SERVED AS       
BENEFICIALLY 
           AND OTHER DIRECTORSHIPS+               A TRUSTEE       
OWNED AS OF 
          DURING THE PAST FIVE YEARS                SINCE        
AUGUST 2, 1996 
                                                                 

DR. BRUCE H. OLSON, age 61 ..................        1987             
1,199 
  Trustee; Professor of Finance, Miami University 
   (Ohio); Trustee, Olde Custodian Fund; Trustee, 
   Summit Investment Trust; term expires 1998. 

JOHN F. NICKOLL, age 61 .....................        1987            
6,196 
  Trustee; Director, Chairman, President and Chief 
   Executive Officer of The Foothill Group Inc., 
   a commercial finance and asset management 
   company; Chairman and Chief Executive Officer 
   of Foothill Capital Corporation; Director, 
   OrNda HealthCorp, a provider of health care 
   services; Director, Regency Health Services, 
   Inc., a provider of acute nursing and 
   rehabilitative care, home health care, care 
   for the mentally disabled and developmentally 
   disabled individuals; term expires 1997. 


+ Directorships or Trusteeships of companies required to report to 
the 
  SEC. 
* "Interested person" of the Fund as defined in the Investment 
Company Act 
  of 1940 ("1940 Act") by reason of his position with CTC. 



    The principal executive officers of the Fund are listed in the 
table 
below, along with certain additional information. Each officer of 
the Fund 
will hold such office until a successor has been elected by the 
Board of 
Trustees. 




        NAME, AGE AND PRINCIPAL OCCUPATION               OFFICE 
(YEAR 
            DURING THE PAST FIVE YEARS                  FIRST 
ELECTED) 
                                                           
ROBERT G. WADE, JR., age 69  ......................    President 
(1988) 
  Chairman of the Board, CTC, Chancellor Capital 
   Management, Inc. and Chancellor Senior Secured 
   Management, Inc. (since 1988). 

DANIEL S. BALDWIN, age 44  ........................    Vice 
President and 
  Managing Director of CTC and Chancellor Capital      Portfolio 
Manager (1987) 
   Management, Inc. 

JEFFREY M. TRONGONE, age 39  ......................    Vice 
President and 
  Managing Director and Chief Financial Officer of     Treasurer 
(1989)
   CTC and Chancellor Capital Management, Inc. 

PATRICIA L. BICKIMER, age 43  .....................    Secretary 
(1994) 
  Vice President and Counsel, FDISG (since May 6,
   1994). Formerly Vice President, The Boston
   Company Advisors, Inc. 



    Section 16(a) of the 1934 Act requires the Fund's officers and 
Trustees and persons who beneficially own more than ten percent of 
the 
Fund's shares to file reports of ownership with the SEC, the 
American 
Stock Exchange, Inc., and the Fund. Based solely upon its review 
of the 
copies of such forms received by it and written representations 
from 
certain of such persons, the Fund believes that during its fiscal 
year 
ended December 31, 1995, all such filing requirements applicable 
to such 
persons were complied with. 

    All Trustees not otherwise affiliated with the Fund, CTC, or 
FDISG 
receive $1,000 as compensation for each meeting and each committee 
meeting 
attended and an annual fee of $6,000, plus reimbursement for 
travel and 
out-of-pocket expenses. The aggregate remuneration paid to 
Trustees by the 
Fund for the fiscal year ended December 31, 1995, amounted to 
$36,057 
(including reimbursement for travel and out-of-pocket expenses). 
The Board 
of Trustees held four meetings during the 1995 fiscal year. Each 
of the 
Trustees attended at least 75% of the meetings. The Board of 
Trustees has 
an Audit Committee consisting of Messrs. Nickoll, Olson and 
Ratajczak. The 
Audit Committee met once during the fiscal year ended December 31, 
1995, 
and all member Trustees were present at the meeting. The Audit 
Committee 
reviews the scope and results of the Fund's annual audit with the 
Fund's 
independent auditors and recommends the engagement of such 
independent 
auditors. The Board of Trustees performs the functions of a 
nominating 
committee. 

    The following table sets forth certain information regarding 
the 
compensation of the Fund's Trustees for the fiscal year ended 
December 31, 
1995. The officers of the Fund receive no compensation from the 
Fund for 
serving in such capacity. 

                            COMPENSATION TABLE 




                                                 PENSION OR 
                                                 RETIREMENT         
TOTAL 
                                                  BENEFITS       
COMPENSATION 
                                 AGGREGATE       ACCRUED AS        
FROM THE 
        NAME OF PERSON          COMPENSATION    PART OF FUND     
FUND COMPLEX 
         AND POSITION          FROM THE FUND      EXPENSES     
PAID TO TRUSTEES 
                                                             

Dr. Donald Ratajczak.........      $11,000            $0            
$11,000 
  Chairman of the Board of 
  Trustees 

Dr. Bruce H. Olson  .........       11,000             0             
11,000 
  Trustee 

John F. Nickoll .............       11,000             0             
11,000 
  Trustee 

Robert G. Wade, Jr.  ........           0              0               
0 
  President and Trustee 


REQUIRED VOTE 

    Election of the listed nominees for Trustee requires the 
affirmative 
vote of the holders of a majority of the Shares of the Fund 
represented at 
the Meeting in person or by proxy. 

PROPOSAL 2: RATIFICATION OF THE SELECTION OF INDEPENDENT AUDITORS. 

    KPMG Peat Marwick LLP, New York, New York, has served as 
independent 
auditors for the Fund since its commencement of operations on 
November 18, 
1987 and has been selected to serve in such capacity for the 
Fund's fiscal 
year ending December 31, 1996, by at least a majority of those 
members of 
the Board of Trustees who are not "interested persons" (as defined 
in the 
1940 Act) of the Fund or CTC. KPMG Peat Marwick LLP has no direct 
or 
indirect material financial interest in the Fund or CTC. It is 
expected 
that representatives of KPMG Peat Marwick LLP will not attend the 
Meeting, 
but will be available by telephone to respond to appropriate 
questions. 

REQUIRED VOTE 

    Ratification of the selection of KPMG Peat Marwick LLP as 
independent 
auditors for the Fund requires the affirmative vote of the holders 
of a 
majority of the Shares of the Fund represented at the Meeting in 
person or 
by proxy. 

PROPOSAL 3: APPROVAL OF A NEW INVESTMENT ADVISORY AGREEMENT FOR 
THE FUND. 

BACKGROUND 

    Pursuant to a Stock Purchase Agreement, dated as of July 23, 
1996 (the 
"Stock Purchase Agreement"), Chancellor Partners, L.P. and United 
States 
Fidelity and Guaranty Company have agreed to sell all of the 
equity 
securities of Chancellor Capital Management, Inc. ("CCMI") to a 
wholly-owned subsidiary of Liechtenstein Global Trust, AG ("LGT") 
(the 
"Transaction"). CCMI is the corporate parent of CTC. Immediately 
after the 
closing under the Stock Purchase Agreement, CCMI will merge with 
LGT Asset 
Management, Inc. ("LGTAM"), another wholly-owned subsidiary of 
LGT. The 
surviving company of that merger will operate under the name of 
Chancellor 
LGT Asset Management, Inc. ("Chancellor LGT"). It is also 
contemplated 
that CTC will transfer its accounts, including the Fund, to 
Chancellor 
LGT. (CTC as it exists prior to the closing of the Transaction and 
Chancellor LGT are referred to hereafter as the "Adviser".) 

    Accordingly, shareholders of the Fund are being asked to 
approve a new 
Advisory Agreement (the "New Advisory Agreement") for the Fund 
with 
Chancellor LGT to take effect following the closing under the 
Stock 
Purchase Agreement and the completion of the related transactions 
described above. 

    The closing under the Stock Purchase Agreement is contingent 
upon a 
number of factors, including the receipt of consents from certain 
investment advisory clients of CCMI and its subsidiaries, the 
expiration 
of the waiting period under the Hart-Scott Rodino Act, and 
approval from 
relevant regulatory agencies. The New Advisory Agreement will not 
be 
executed, and the existing investment advisory agreement (the 
"Existing 
Advisory Agreement") will remain in effect, unless and until the 
closing 
occurs under the Stock Purchase Agreement. 

    CTC has advised the Board of Trustees that no material changes 
in the 
Adviser's investment philosophy, policies, or strategies are 
currently 
contemplated. After the consummation of the Transaction, 
Chancellor LGT 
will operate CTC's office in New York, New York. CTC has advised 
the Board 
of Trustees of the Trust that the same persons who are presently 
responsible for the investment strategies of the Fund are expected 
to 
continue to be employed by Chancellor LGT and to continue to 
direct the 
investment strategies of the Fund following the consummation of 
the 
Transaction. CTC has also advised the Board of Trustees that the 
consummation of the Transaction will not adversely affect the 
level or 
quality of advisory services provided to the Fund. 

    It is contemplated that following the completion of the 
Transaction, 
CCMI's senior management team will continue to have key roles in 
Chancellor LGT and in the global asset management operations of 
the parent 
company, LGT, through its Asset Management Division ("AMD"). 
Specifically, 
Warren Shaw, Chief Executive Officer and Chief Investment Officer 
of CCMI 
will continue to serve in that capacity at Chancellor LGT. In 
addition, 
Mr. Shaw will be named Global Chief Investment Officer of the AMD, 
and 
have a position on the Governing Board of the AMD. Penny 
Zuckerwise, 
CCMI's President and Chief Operating Officer, will continue in 
that role 
with Chancellor LGT, and have a position on the Governing Board of 
the 
AMD. Moreover, she will be responsible for North American business 
management. One change that will be made upon completion of the 
Transaction is that David Minella, President of the AMD and LGTAM, 
will be 
named Chairman of Chancellor LGT, succeeding Robert Wade, a 
Trustee of the 
Fund, who has led CCMI for over 11 years. Mr. Wade is expected to 
continue 
to play a significant role in the organization going forward, 
serving as 
an ongoing adviser to the senior management team at Chancellor 
LGT. In 
addition, Mr. Wade will be appointed to the Governing Board of the 
AMD. 

    As required by the 1940 Act, the Existing Advisory Agreement 
provides 
for its automatic termination upon its assignment. The 1940 Act 
defines 
assignment to include any direct or indirect transfer or 
hypothecation of 
a contract. The Transaction will give rise to an assignment within 
the 
meaning of the 1940 Act, and therefore will result in the 
automatic 
termination of the Existing Advisory Agreement. 

   On August 12, 1996, the Trustees, including the Trustees who 
are not 
parties to the Existing Advisory Agreement or the New Advisory 
Agreement 
or interested persons (as defined in the 1940 Act) of any such 
party (the 
"Independent Trustees"), unanimously approved, subject to the 
required 
shareholder approval described herein, the New Advisory Agreement 
and 
recommended approval of the New Advisory Agreement by the holders 
of 
beneficial interest in the Fund. 

INFORMATION CONCERNING LGT AND THE TRANSACTION 

    LGTAM and its worldwide asset management affiliates have 
provided 
investment management and/or administration services to 
institutional, 
corporate and individual clients around the world since 1969. The 
U.S. 
offices of LGTAM are located at 50 California Street, 27th Floor, 
San 
Francisco, California 94111. 

    LGTAM and its worldwide affiliates, including LGT Bank in 
Liechtenstein, formerly Bank of Liechtenstein, comprise LGT. LGT 
is a 
provider of global asset management and private banking products 
and 
services to individual and institutional investors. LGT is 
controlled by 
the Prince of Liechtenstein Foundation, which serves as the parent 
organization for the various business enterprises of the Princely 
Family 
of Liechtenstein. The principal business address of the Prince of 
Liechtenstein Foundation is Herrengasse 12, FL-9490, Vaduz, 
Liechtenstein. 

    As of June 1, 1996, LGTAM and its worldwide affiliates managed 
or 
administered approximately $27 billion, of which approximately $17 
billion 
consisted of GT Global retail funds worldwide. In the U.S., as of 
June 1, 
1996, LGTAM managed or administered approximately $10.3 billion in 
GT 
Global Mutual Funds. As of June 1, 1996, assets under advice by 
LGT Bank 
in Liechtenstein exceeded $20 billion. As of June 1, 1996, assets 
entrusted to LGT totaled approximately $47 billion. 

    In addition to the resources of its San Francisco office, 
LGTAM uses 
the expertise, personnel, data and systems of other offices of 
LGT, 
including investment offices in London, Hong Kong, Tokyo, 
Singapore, 
Toronto, Sydney and Frankfurt. 

    The principal executive officers and directors at LGTAM are 
listed 
below. The business address of each such person is 50 California 
Street, 
27th Floor, San Francisco, California 94111. 

    David A. Minella, age 43, has been a Director and President of 
LGTAM 
since 1989. In addition, Mr. Minella has been a Director of LGT 
(holding 
company of the various international LGT companies) since 1990; 
President 
of AMD since 1995; Director and President of LGT Asset Management 
Holdings, Inc. since 1988; Director of GT Global, Inc. ("GT 
Global") since 
1987 and President of GT Global from 1987 to 1995; Director of GT 
Global 
Investor Services, Inc. ("GT Services") since 1990; President of 
GT 
Services from 1990 to 1995; Director of G.T. Global Insurance 
Agency, Inc. 
("G.T. Insurance") since 1992; and President of G.T. Insurance 
from 1992 
to 1995. Mr. Minella is also a director or trustee of each 
investment 
company registered under the 1940 Act that is managed or 
administered by 
LGTAM. 

    Helge K. Lee, age 50, has been Senior Vice President and 
General 
Counsel of LGT Asset Management Holdings, Inc., LGTAM, GT Global, 
GT 
Services and G.T. Insurance since February, 1996. He served as 
Senior Vice 
President, General Counsel and Secretary of LGT Asset Management 
Holdings, 
Inc., LGTAM, GT Global and GT Services from May, 1994 to February, 
1996. 
Mr. Lee was the Senior Vice President, General Counsel and 
Secretary of 
Strong/Corneliuson Management, Inc. and Secretary of each of the 
Strong 
Funds from October, 1991 through May, 1994. For more than five 
years prior 
to October 1991, he was a shareholder in the law firm of Godfrey & 
Kahn, 
S.C., Milwaukee, Wisconsin. 

    F. Christian Wignall, age 40, has been a Director of LGT Asset 
Management Holdings, Inc. since 1989; Senior Vice President, Chief 
Investment Officer -- Global Equities and a Director of LGTAM 
since 1987, 
and Chairman of the Investment Policy Committee of the affiliated 
international LGT companies since 1990. 

    James R. Tufts, age 38, has been President of GT Services 
since 1995. 
From 1994 to 1995, he was Senior Vice President -- Finance and 
Administration of GT Global, GT Services and G.T. Insurance. He 
has also 
served as Senior Vice President -- Finance and Administration of 
LGT Asset 
Management Holdings, Inc. and LGTAM since 1994. From 1990 to 1994, 
Mr. 
Tufts was Vice President -- Finance of LGTAM, GT Global and GT 
Services. 
Mr. Tufts was Vice President -- Finance of G.T. Insurance from 
1992 to 
1994. He has served as a Director of LGTAM, GT Global and GT 
Services 
since 1991. 

    John G. Greenwood, age 49, has been a Director, Chairman and 
Chief 
Economist of LGTAM since 1994. For more than five years prior to 
1994, Mr. 
Greenwood was Chief Economist of LGT Asset Management Ltd. (Hong 
Kong). 

    Earl A. Malm II, age 47, has been a Director of LGTAM since 
1994 and a 
Senior Vice President -- Institutional Marketing of LGTAM since 
1990. 

    Soraya M. Betterton, age 34, has been a Director of LGTAM 
since 1994. 
Ms. Betterton also has been a portfolio manager of LGTAM since 
1986, and 
an investment analyst from 1984 to 1986. 

    Kenneth R. Chancey, age 50, has been Vice President -- Mutual 
Fund 
Accounting at LGTAM since 1992. Mr. Chancey was Vice President of 
Putnam 
Fiduciary Trust Company from 1989 to 1992. 

    Peter R. Guarino, age 38, has been Secretary of LGT Asset 
Management 
Holdings, Inc., LGTAM, GT Global, GT Services and G.T. Insurance 
since 
February, 1996. Mr. Guarino has been Assistant General Counsel of 
LGTAM, 
GT Global and GT Services since 1991, and Assistant General 
Counsel of 
G.T. Insurance since 1992. From 1989 to 1991, Mr. Guarino was an 
attorney 
at The Dreyfus Corporation. 

    David J. Thelander, age 40, has been Vice President of LGT 
Asset 
Management Holdings, Inc., LGTAM, GT Global, GT Services and G.T. 
Insurance since February, 1996. Mr. Thelander has been an 
Assistant 
General Counsel of LGTAM since January, 1995. Mr. Thelander was an 
associate at the law firm of Kirkpatrick & Lockhart LLP from 1993 
to 1994. 
Prior thereto, he was an attorney with the U.S. Securities and 
Exchange 
Commission. 

INFORMATION CONCERNING CHANCELLOR TRUST COMPANY 

   CTC, a New York State chartered trust company, has been serving 
as the 
Fund's investment adviser since 1988. CTC is a wholly owned 
subsidiary of 
CCMI, located at 1166 Avenue of the Americas, New York, New York 
10036. 
CCMI is owned 55.46% on a fully diluted basis by Chancellor 
Partners, L.P. 
(the "Partnership"). Chancellor Partners, Inc. is the General 
Partner of 
the Partnership and a group of employees of CCMI are the limited 
partners 
of the Partnership. Robert G. Wade, Jr. is the President and sole 
stockholder of Chancellor Partners, Inc. USF&G Investment 
Management 
Group, Inc. owns convertible exchangeable preferred stock in CCMI, 
representing the remaining 44.54% ownership interest on a fully 
diluted 
basis of CCMI. 

    Upon completion of the Transaction CTC will be a wholly-owned 
subsidiary of Chancellor LGT. However, as noted above, it is 
contemplated 
that CTC will transfer its accounts, including the Fund, to 
Chancellor 
LGT. Accordingly, as further described above, it is proposed that 
Chancellor LGT will act as investment adviser under the New 
Advisory 
Agreement. 

    In addition to advising the Fund, CTC has provided investment 
management services on a commingled and separate account basis for 
a 
variety of institutional clients. As of July 31, 1996, CTC and its 
affiliates had approximately $31 billion of assets under 
management. 

    The principal executive officer and the directors of 
Chancellor Trust 
Company and their principal occupations are as shown below. The 
business 
address of each such person, unless otherwise indicated, is 1166 
Avenue of 
the Americas, New York, New York 10036. 





NAME AND POSITION WITH 
PORTFOLIO MANAGER                               PRINCIPAL 
OCCUPATION 

                                                      
Robert G. Wade, Jr.                          Chairman of the 
Board, CCMI. 
  Chairman of the Board and Director 
Warren Shaw .............................    Chief Executive 
Officer, Chief 
  Chief Executive Officer, Chief               Investment Officer 
and 
  Investment Officer and Director              Director, CCMI. 
Penny Zuckerwise ........................    President, Chief 
Operating
  President, Chief Operating Officer and       Officer and 
Director, CCMI.
  Director 
Richard Collins .........................    Managing Director, 
CCMI. 
  Managing Director 
John Ivers ..............................    Managing Director, 
CCMI. 
  Managing Director and Director 
Margaret Riley ..........................    Managing Director, 
CCMI. 
  Managing Director and Director 
Edward Smith ............................    Managing Director, 
CCMI. 
  Managing Director and Director 
Karen Southard ..........................    Managing Director, 
CCMI. 
  Managing Director and Director 
Ted Ujazdowski ..........................    Managing Director, 
CCMI. 
  Managing Director 
Charles Wetzel ..........................    Managing Director, 
CCMI. 
  Managing Director and Director 
John Sweeney ............................    Chief Investment 
Officer, USF&G 
  Director                                     Corporation. 
  100 Light Street, Baltimore, MD 21202 
Dan Hale ................................    Executive Vice 
President, USF&G 
  Director                                     Corporation. 
  100 Light Street, Baltimore, MD 21202 


    There have been no purchases or sales of any interest in CTC 
since the 
beginning of the most recently completed fiscal year by any of the 
Independent Trustees of the Fund. No officer or Independent 
Trustee of the 
Fund (other than Messrs. Baldwin, Trongone and Wade by virtue of 
their 
respective ownership interests in the Partnership) is an officer, 
employee, or general partner of or has any other material direct 
or 
indirect interest in CTC or any other person controlling, 
controlled by or 
under common control with CTC. 

    No officer or Independent Trustee of the Fund (other than 
Messrs. 
Baldwin, Trongone and Wade by virtue of their respective ownership 
interests in the Partnership) has had any material interest, 
direct or 
indirect, in any material transactions or any material proposed 
transactions since January 1, 1995 to which CTC, CCMI or any 
subsidiary of 
CTC or CCMI was or is to be a party. 

    For the most recently completed fiscal year of the Fund, no 
commissions were paid to any broker that (i) is an affiliated 
person of 
the Fund, or (ii) is affiliated with any such person described in 
clause 
(i) of this paragraph, or (iii) an affiliated person of which is 
an 
affiliated person of the Fund, the Adviser or the administrator or 
distributor of the Fund. 

DESCRIPTION OF THE EXISTING ADVISORY AGREEMENT AND THE NEW 
ADVISORY 
AGREEMENT 

    The Existing Advisory Agreement between the Fund and CTC, as 
the 
Adviser thereunder, was executed as of April 1, 1992 and was last 
approved 
by the Trustees, including a majority of the Independent Trustees, 
at a 
meeting of the Board of Trustees on April 3, 1996. The Existing 
Advisory 
Agreement was last approved by shareholders on January 22, 1992. 
If the 
New Advisory Agreement is approved by the required holders of 
beneficial 
interest in the Fund, as described herein, upon the closing of the 
Transaction, Chancellor LGT, a subsidiary of LGT and the parent of 
CTC, 
will serve as the investment adviser to the Fund and will provide 
the same 
services to the Fund as are currently provided to the Fund by CTC 
under 
the Existing Advisory Agreement. Except for the identity of the 
Adviser 
and the effective and termination dates, the terms of the New 
Advisory 
Agreement are identical in all material respects to the terms of 
the 
Existing Advisory Agreement. The New Advisory Agreement is 
attached to 
this Proxy Statement as Exhibit A, and the description of the New 
Advisory 
Agreement set forth in this Proxy Statement is qualified in its 
entirety 
by reference to Exhibit A. 

    The New Advisory Agreement, just as the Existing Advisory 
Agreement, 
contains the following provisions. The Adviser shall provide the 
Fund with 
such investment advice and supervision as the latter may from time 
to time 
consider necessary for the proper supervision of its investment 
assets. 
The Adviser shall furnish continuously an investment program and 
shall 
determine from time to time what securities shall be purchased, 
sold or 
exchanged and what portion of the assets of the Fund shall be held 
uninvested, subject always to the restrictions of the Fund's 
Declaration 
of Trust, dated September 11, 1987 and By-Laws, as each may be 
amended 
from time to time, to the provisions of the 1940 Act, and to the 
Fund's 
investment objective and policies and restrictions as described in 
the 
Fund's Registration Statement on Form N-2 filed with the SEC, as 
such 
investment objective and policies and restrictions may be modified 
from 
time to time by the Trustees or the shareholders. The Adviser 
shall also 
make recommendations as to the manner in which voting rights, 
rights to 
consent to corporate action and any other rights pertaining to the 
Fund's 
portfolio securities shall be exercised. Should the Board of 
Trustees of 
the Fund at any time make any definite determination as to an 
investment 
policy applicable to the Fund and notify the Adviser thereof in 
writing, 
the Adviser shall be bound by such determination for the period, 
if any, 
specified in such notice or until similarly notified that such 
determination has been revoked. The Adviser shall take, on behalf 
of the 
Fund, all actions which it deems necessary to implement the 
investment 
policies determined as provided above, and in particular to place 
all 
orders for the purchase or sale of portfolio securities for the 
Fund's 
account with brokers or dealers selected by it, and to that end 
the 
Adviser is authorized as the agent of the Fund to give 
instructions to the 
custodian of the Fund as to deliveries of securities and payments 
of cash 
for the account of the Fund. In connection with the selection of 
such 
brokers or dealers and placing of such orders, the Adviser is 
directed to 
seek for the Fund, in its best judgment, prompt execution in an 
effective 
manner at the most favorable price, except that the Adviser may 
cause the 
Fund to pay a broker-dealer which provides brokerage and research 
services 
to the Adviser an amount of commission for effecting a securities 
transaction for the Fund in excess of the amount other broker-
dealers 
would have charged for the transaction if the Adviser determines 
in good 
faith that the greater commission is reasonable in relation to the 
value 
of the brokerage and research services provided by the executing 
broker-dealer viewed in terms of either a particular transaction 
or the 
Adviser's overall responsibilities to the Fund or to its other 
clients. 

    Pursuant to its terms, subject to shareholder approval, the 
New 
Advisory Agreement will become effective on the closing of the 
Transaction. The New Advisory Agreement shall remain in force for 
two 
years from the date of its effectiveness, and thereafter it will 
terminate 
unless its continuance is specifically approved at least annually 
(a) by 
the vote of a majority of the Independent Trustees at a meeting 
specifically called for the purpose of voting on such approval, 
and (b) by 
the Board of Trustees of the Fund or by vote of a majority of the 
outstanding voting securities of the Fund. The New Advisory 
Agreement, 
like the Existing Advisory Agreement, is terminable without 
penalty on not 
more than 60 days' nor less than 30 days' written notice to the 
other 
party. The New Advisory Agreement, like the Existing Advisory 
Agreement, 
will terminate automatically in the event of its assignment. 

INVESTMENT ADVISORY FEE 

    The fees under the New Advisory Agreement are the same as the 
fees 
under the Existing Advisory Agreement. Under the New Advisory 
Agreement, 
the Fund would pay Chancellor LGT, as compensation for investment 
advisory 
services rendered, a monthly fee at the annual rate of .50% of the 
Fund's 
average weekly net assets. This fee is identical to that currently 
being 
paid to CTC for services rendered under the Existing Advisory 
Agreement. 

    As noted above, the Fund pays CTC a fee, computed and payable 
monthly, 
at the annual rate of .50% of the Fund's average weekly net 
assets. During 
the fiscal year ended December 31, 1995, the Fund paid investment 
advisory 
fees to CTC amounting to $204,006. Neither CTC nor any affiliated 
person 
of CTC nor any affiliated person of such person received any other 
fees 
from the Fund for services provided to the Fund or any other 
material 
payments from the Fund during the fiscal year ended December 31, 
1995. 

KEY CONSIDERATIONS CONCERNING NEW ADVISORY AGREEMENT 

    At a meeting held on August 12, 1996, the Board of Trustees 
considered 
whether the New Advisory Agreement with Chancellor LGT was in the 
best 
interests of the Fund and its holders of beneficial interest. 
After a 
presentation of information on this matter and detailed 
discussion, the 
Trustees, including a majority of the Independent Trustees, 
approved the 
New Advisory Agreement with Chancellor LGT and voted to recommend 
its 
approval by the holders of beneficial interest in the Fund. In 
making 
these determinations, the Trustees considered, among other things, 
the 
following factors: 

       1. The key investment professionals who have been 
responsible for 
    managing the Fund to date are expected to be responsible for 
the 
    management of the Fund, and will be employees of Chancellor 
LGT 
    effective on the closing date of the Transaction. 

       2. Subject to shareholder approval, the Fund intends to 
enter into 
    the New Advisory Agreement with Chancellor LGT, which is 
virtually 
    identical to the Existing Advisory Agreement. Hence, there 
will be no 
    change in the duties, compensation and other terms of 
engagement of 
    the Fund's Adviser. The proposed New Advisory Agreement with 
    Chancellor LGT will be effective on the closing date of the 
    Transaction. 

    The Trustees also considered the terms of the Transaction, 
compared 
the ownership and control of Chancellor LGT to CCMI and considered 
the 
extent to which personnel and resources would be enhanced by the 
personnel 
and resources of LGT. The Trustees also considered, as they have 
in the 
past, the nature and quality of services expected to be provided 
by 
Chancellor LGT and information regarding fees, expense ratios and 
performance. In evaluating Chancellor LGT's ability to provide 
advisory 
services to the Fund, the Trustees considered information as to 
Chancellor 
LGT's business organization, financial resources and personnel. 

    Section 15(f) of the 1940 Act provides that, when a change in 
the 
control of an investment adviser to an investment company occurs, 
the 
investment adviser or any of its affiliated persons may receive 
any amount 
or benefit in connection therewith as long as two conditions are 
satisfied. First, no "unfair burden" may be imposed on the 
investment 
company as a result of the transaction relating to the change of 
control, 
or any express or implied terms, conditions or understandings 
applicable 
thereto. As defined in the 1940 Act, the term "unfair burden" 
includes any 
arrangement during the two-year period after the change in control 
whereby 
the investment adviser (or predecessor or successor adviser), or 
any 
interested person of any such adviser, receives or is entitled to 
receive 
any compensation, directly or indirectly, from the investment 
company or 
its security holders (other than fees for bona fide investment 
advisory or 
other services), or from any person in connection with the 
purchase or 
sale of securities or other property to, from, or on behalf of the 
investment company (other than fees for bona fide brokerage and 
principal 
underwriting services). No such compensation arrangements will 
occur. The 
Trustees concluded that the Fund would not be subject to any 
unfair burden 
as a result of the Transaction. 

    The second condition is that, during the three-year period 
immediately 
following the Transaction, at least 75% of an investment company's 
board 
of trustees or directors must not be "interested persons" of the 
investment adviser of the investment company or the predecessor 
investment 
adviser within the meaning of the 1940 Act. Chancellor LGT 
believes that 
this condition is satisfied if at least 75% of the Trustees are 
not 
"interested persons" of the Adviser of any of its affiliates. At 
present, 
75% of the Trustees are not "interested persons" of the Adviser or 
any of 
its affiliates. 

RECOMMENDATION AND REQUIRED VOTE 

    Based upon its review, the Board of Trustees of the Fund 
concluded 
that the New Advisory Agreement is reasonable, fair and in the 
best 
interests of the Fund and its shareholders, and that the fees 
provided in 
the New Advisory Agreement are fair and reasonable in light of the 
usual 
and customary charges made by others for services of the same 
nature and 
quality. Accordingly, after consideration of the above factors, 
and such 
other factors and information as it deemed relevant, the Board of 
Trustees 
of the Fund, including all of the Independent Trustees, 
unanimously 
approved the New Advisory Agreement and voted to recommend its 
approval by 
the shareholders of the Fund. 

    At the Meeting, the shareholders of the Fund will vote on the 
proposed 
New Advisory Agreement. The affirmative vote of the holders of a 
majority 
of the outstanding shares of the Fund is required to approve this 
proposal. "Majority" for this purpose under the 1940 Act means the 
lesser 
of (i) 67% of the shares represented at the meeting if more than 
50% of 
such outstanding shares are represented, or (ii) more than 50% of 
such 
outstanding shares. Where a shareholder abstains, the shares 
represented 
will be counted as present and entitled to vote on the matter for 
purposes 
of determining a quorum, but the abstention will have the effect 
of a 
negative vote on the proposal. If the New Advisory Agreement is 
not 
approved by the Fund's shareholders, CTC will continue to serve as 
the 
Fund's investment adviser pursuant to the Existing Advisory 
Agreement 
pending a determination of the Board of Trustees as to other 
action, which 
may include the identification of a new investment adviser for the 
Fund or 
the resubmission to shareholders of the agreement with Chancellor 
LGT, in 
either case subject to approval in accordance with the 1940 Act. 
In the 
event that the proposed Transaction is not completed, the Existing 
Advisory Agreement would remain in effect and the New Advisory 
Agreement 
would not be entered into. 

             THE BOARD OF TRUSTEES, INCLUDING ALL INDEPENDENT 
            TRUSTEES, RECOMMENDS THAT SHAREHOLDERS OF THE FUND 
                   VOTE "FOR" THE NEW ADVISORY AGREEMENT 

                          ADDITIONAL INFORMATION 

THE ADMINISTRATOR 

    FDISG, the Fund's Administrator, is a wholly-owned subsidiary 
of First 
Data Corporation. Both FDISG and First Data Corporation are 
located at One 
Exchange Place, Boston, Massachusetts 02109. FDISG is a leading 
provider 
of full service mutual fund shareholder and recordkeeping 
services. In 
addition to its mutual fund transfer agent and recordkeeping 
service, 
FDISG provides complementary services through its own subsidiary 
business 
units. 

                   DATE TO SUBMIT SHAREHOLDER PROPOSALS 

    A shareholder proposal intended to be presented at the Fund's 
1997 
Annual Meeting must be received by the Fund on or before April 28, 
1997, 
in order to be considered for inclusion in the Fund's proxy 
statement and 
form of proxy relating to that meeting. 

                 OTHER MATTERS TO COME BEFORE THE MEETING 

    No business other than the matters described above is expected 
to come 
before the Meeting, but should any other matter requiring a vote 
of 
shareholders arise, including any question as to an adjournment or 
postponement of the Meeting, the persons named on the enclosed 
proxy card 
will vote thereon according to their best judgment in the 
interests of the 
Fund. In determining whether to adjourn the Meeting, the following 
factors 
may be considered: the nature of the proposals which are the 
subject of 
the Meeting, the percentage of votes actually cast, the percentage 
of 
actual negative votes, the nature of any further solicitation and 
the 
information to be provided to shareholders with respect to the 
reasons for 
such solicitation. 

August 27, 1996 


 IT IS IMPORTANT THAT PROXIES BE RETURNED PROMPTLY. SHAREHOLDERS 
WHO DO 
 NOT EXPECT TO ATTEND THE MEETING ARE THEREFORE URGED TO COMPLETE, 
SIGN, 
 DATE AND RETURN THE PROXY CARD AS SOON AS POSSIBLE IN THE 
ENCLOSED 
 STAMPED ENVELOPE. 




                                                             
EXHIBIT A 

                                  FORM OF 
                       INVESTMENT ADVISORY AGREEMENT 

    INVESTMENT ADVISORY AGREEMENT, dated              , 1996, by 
and 
between CIM High Yield Securities, a Massachusetts business trust 
(the 
"Fund"), and Chancellor LGT Asset Management, Inc. (the "Adviser" 
or 
"Chancellor LGT"). 

                           W I T N E S S E T H : 

    WHEREAS, the Fund is engaged in business as a closed-end 
investment 
company registered under the Investment Company Act of 1940 
(collectively 
with the rules and regulations promulgated thereunder, the "1940 
Act"); 
and 

    WHEREAS, the Fund wishes to engage the Adviser to provide 
certain 
investment advisory services for the Fund, and the Adviser is 
willing to 
provide such investment advisory services for the Fund on the 
terms and 
conditions hereinafter set forth. 

    NOW, THEREFORE, in consideration of the mutual covenants and 
agreements of the parties hereto as herein set forth, the parties 
covenant 
and agree as follows: 

    1. Duties of the Adviser. The Adviser shall provide the Fund 
with 
such investment advice and supervision as the latter may from time 
to time 
consider necessary for the proper supervision of its investment 
assets. 
Chancellor LGT shall act as the Adviser for the Fund and as such 
shall 
furnish continuously an investment program and shall determine 
from time 
to time what securities shall be purchased, sold or exchanged and 
what 
portion of the assets of the Fund shall be held uninvested, 
subject always 
to the restrictions of the Fund's Declaration of Trust, dated 
September 
11, 1987, and By-Laws, as each may be amended from time to time 
(respectively, the "Declaration" and the "By-Laws"), to the 
provisions of 
the 1940 Act, and to the Fund's investment objective and policies 
and 
restrictions as described in the Fund's Registration Statement on 
Form N-2 
filed with the Securities and Exchange Commission ("SEC"), as such 
investment objective and policies and restrictions may be modified 
from 
time to time by the Trustees or the shareholders. The Adviser 
shall also 
make recommendations as to the manner in which voting rights, 
rights to 
consent to corporate action and any other rights pertaining to the 
Fund's 
portfolio securities shall be exercised. Should the Board of 
Trustees of 
the Fund at any time, however, make any definite determination as 
to 
investment policy applicable to the Fund and notify the Adviser 
thereof in 
writing, the Adviser shall be bound by such determination for the 
period, 
if any, specified in such notice or until similarly notified that 
such 
determination has been revoked. The Adviser shall take, on behalf 
of the 
Fund, all actions which it deems necessary to implement the 
investment 
policies determined as provided above, and in particular to place 
all 
orders for the purchase or sale of portfolio securities for the 
Fund's 
account with brokers or dealers selected by it, and to that end 
the 
Adviser is authorized as the agent of the Fund to give account of 
the 
Fund. In connection with the selection of such brokers or dealers 
and the 
placing of such orders, the Adviser is directed to seek for the 
Fund, in 
its best judgment, prompt execution in an effective manner at the 
most 
favorable price, except that the Adviser may cause the Fund to pay 
a 
broker-dealer which provides brokerage and research services to 
the 
Adviser an amount of commission for effecting a securities 
transaction for 
the Fund in excess of the amount other broker-dealers would have 
charged 
for the transaction if the Adviser determines in good faith that 
the 
greater commission is reasonable in relation to the value of the 
brokerage 
and research services provided by the executing broker-dealer 
viewed in 
terms of either a particular transaction or the Adviser's overall 
responsibilities to the Fund or to its other clients. 

    2. Allocation of Charges and Expenses. The Adviser shall 
furnish at 
its own expense all necessary services, facilities and personnel 
in 
connection with its responsibilities under Section I above. It is 
understood that the Fund will pay from its own assets all of its 
own 
expenses allocable to it including, without limitation, 
compensation of 
Trustees not "affiliated" with the Adviser or with First Data 
Investor 
Services Group, Inc., the Fund's administrator (the 
"Administrator"); fees 
of the Adviser and the Administrator; governmental fees; interest 
charges; 
taxes; fees and expenses of independent auditors, of legal counsel 
and of 
any transfer agent, registrar or dividend disbursing agent of the 
Fund; 
expenses of repurchasing shares; expenses of preparing, printing 
and 
mailing share certificates, shareholder reports, notices, proxy 
statements 
and reports to governmental officers and commissions; brokerage 
and other 
expenses connected with the execution, recording and settlement of 
portfolio security transactions; insurance premiums; fees and 
expenses of 
the Fund's custodian for all services to the Fund, including 
safekeeping 
of funds and securities and maintaining required books and 
accounts; 
expenses of calculating the net asset value of the Fund's shares; 
expenses 
of shareholder meetings; expenses in connection with any dividend 
reinvestment plan; SEC and state blue sky registration fees; 
American 
Stock Exchange listing fees; and fees payable to the National 
Association 
of Securities Dealers, Inc. in connection with the public offering 
of the 
Fund's shares. 

    3. Compensation of the Adviser. For the services to be 
rendered, the 
Fund shall pay to the Adviser from the assets of the Fund an 
investment 
advisory fee computed and paid monthly in an amount equal of 0.50% 
per 
annum of the Fund's average weekly net asset value. For purposes 
of 
determining the monthly fee, average weekly net asset value is the 
average 
of the determinations of net asset value for each week the last 
business 
day of which occurs during such month. If Chancellor LGT serves as 
Adviser 
for less than the whole of any period specified in this Section 3, 
the 
compensation to Chancellor LGT, as Adviser, shall be prorated. 

    4. Covenants of the Adviser. The Adviser agrees that it will 
deal 
with itself, or with the Trustees of the Fund or with the Fund's 
principal 
underwriters or distributor, as principals in making purchases or 
sales of 
securities or other property for the account of the Fund, only as 
permitted by the 1940 Act or any exemptive order issued by the SEC 
thereunder. The Adviser agrees that it will not take a long or 
short 
position in shares of the Fund except as permitted by the 
Declaration, and 
it will comply with all other provisions of the Declaration and 
By-Laws 
and the then-current policies applicable to the Fund relative to 
the 
Adviser and its directors and officers. The Adviser will comply 
with any 
federal or state securities law applicable to it by virtue of its 
acting 
as Adviser hereunder. 

    5. Limitation of Liability of the Adviser. The Adviser shall 
not be 
liable for any error of judgment or mistake of law or for any loss 
arising 
out of any investment or for any act or omission in the execution 
of 
portfolio transactions for the Fund, except for willful 
misfeasance, bad 
faith or gross negligence in the performance of its duties, or by 
reason 
of reckless disregard of its obligations and duties hereunder. As 
used in 
this Section 5, the term "Adviser" shall include directors, 
officers and 
employees of the Adviser as well as the association itself. 

    6. Activities of the Adviser. The services of the Adviser to 
the Fund 
are not to be deemed to be exclusive, Chancellor LGT being free to 
render 
investment advisory and/or other services to others. The Adviser 
may 
permit other investment company clients to use in their names the 
same 
initials used in the Fund's name. The Fund agrees that if the 
Adviser 
shall for any reason no longer serve as the Adviser to the Fund, 
the Fund 
will change its name so as to delete the initials "CIM" or any 
reference 
to Chancellor LGT. It is understood that Trustees, officers, and 
shareholders of the Fund are or may be or may become "interested 
persons" 
of the Adviser as directors, officers, employees, or otherwise and 
that 
Directors, officers and employees of the Adviser are or may become 
"interested persons" of the Fund and that the Adviser may be or 
may become 
an "interested person" of the Fund as a shareholder or otherwise. 

    7. Duration, Termination and Amendments of This Agreement. 
This 
Agreement shall become effective on the closing date of the 
Transaction. 
This Agreement shall govern the relations between the parties 
hereto and 
shall remain in force for two years from the date of its 
effectiveness, 
and thereafter it will terminate unless its continuance is 
"specifically 
approved at least annually" (a) by the vote of a majority of the 
Trustees 
of the Fund who are not "interested persons" of the Fund or of the 
Adviser 
at a meeting specifically called for the purpose of voting on such 
approval, and (b) by the Board of Trustees of the Fund or by "vote 
of a 
majority of the outstanding voting securities" of the Fund. 

    This Agreement may be terminated at any time without the 
payment of 
any penalty by the Trustees or by the "vote of a majority of the 
outstanding voting securities" of the Fund, or by the Adviser, in 
each 
case on not more than 60 days' nor less than 30 days' written 
notice to 
the other party. This Agreement shall automatically terminate in 
the event 
of its "assignment". 

    This Agreement may be amended only if such amendment is 
approved by 
the "vote of a majority of the outstanding voting securities" of 
the Fund. 

    This Agreement is made by the Trustees not individually, but 
as such 
Trustees, and the obligations of the Trust under this Agreement 
are not 
binding upon any trustee, shareholder, officer or agent of the 
Trust 
individually, but bind only the Trust estate. 

    The terms "specifically approved at least annually", "vote of 
a 
majority of the outstanding voting securities", "assignment", 
"affiliated 
person", and "interested persons", when used in this Agreement, 
shall have 
the respective meanings specified in, and shall be construed in a 
manner 
consistent with, the 1940 Act, subject, however, to such 
exemptions as may 
be granted by the Securities and Exchange Commission under said 
Act. 

    To the extent not governed by applicable federal law, this 
Agreement 
shall be governed by and construed in accordance with the laws of 
the 
Commonwealth of Massachusetts. 

    IN WITNESS WHEREOF, the parties hereto have caused this 
Agreement to 
be executed and delivered in their names and on their behalf by 
the 
undersigned, thereunto duly authorized, all as of the day and year 
first 
above written. 


CIM HIGH YIELD SECURITIES 



By: 
         Title: Chairman of the Board of Trustees 




CHANCELLOR LGT ASSET MANAGEMENT, INC. 




By: 
         Title: 


CIM HIGH YIELD SECURITIES
PROXY SOLICITED BY THE BOARD OF TRUSTEES


	The undersigned hereby appoints Jeffrey M. Trongone, Daniel 
S. Baldwin,    Daniel Waltcher     and Gail A. Hanson, and each of 
them, attorneys and proxies for the undersigned, with full power 
of substitution and revocation, to represent the undersigned and 
to vote on behalf of the undersigned all shares of CIM High Yield 
Securities which the undersigned is entitled to vote at the Annual 
Meeting of Shareholders of the Fund to be held at the offices of 
Chancellor Trust Company, 1166 Avenue of the Americas, New York, 
New York 10036 on    September 25, 1996,     at 10:00 a.m., and 
any adjournments thereof.  The undersigned hereby acknowledges 
receipt of the Notice of Meeting and Proxy Statement, and hereby 
instructs said attorneys and proxies to vote said shares as 
indicated hereon.  In their discretion, the proxies are authorized 
to vote upon such other business as may properly come before the 
Meeting.  A majority of the proxies present and acting at the 
Meeting in person or by substitute (or, if only one shall be so 
present, then that one) shall have and may exercise all of the 
power and authority of said proxies hereunder.  The undersigned 
hereby revokes any proxy previously given.


CONTINUED AND TO BE SIGNED ON REVERSE SIDE 	SEE REVERSE SIDE 

*Please mark votes as in this example.	

This proxy, if properly executed, will be voted in the manner 
directed by the undersigned shareholder.  IF NO DIRECTION IS MADE, 
THIS PROXY WILL BE VOTED FOR ELECTION OF THE NOMINEES AS TRUSTEES 
AND FOR PROPOSALS 2 AND 3.

1.  Elections of    Trustees    :
Nominees:     Dr. Donald Ratajczak, Robert G. Wade, Jr.     	
* FOR	* WITHHELD

	*						
		For all nominees except as noted above

2.  To ratify the selection of independent auditors for the Fund.	
*FOR	* AGAINST	*ABSTAIN

   3.  To approve or disapprove a new advisory agreement between 
the Fund
     and Chancellor LGT Asset Management Inc.    	* FOR	*
AGAINST	*ABSTAIN




MARK HERE						PLEASE SIGN, DATE, AND 
RETURN PROMPTLY IN THE ENCLOSED ENVELOPE.
FOR ADDRESS						Note:  Please sign 
exactly as your name appears on this Proxy.  If joint owners, 
EITHER may CHANGE AND						sign this 
Proxy.  When signing as attorney, executor, administrator, 
trustee, guardian or NOTE BELOW        *					
	corporate officer, please give your full title.






Date:			  , 1996							
						
							Signature

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

Filed by Registrant [ X ]
Filed by a Party other than the Registrant [    ]
Check the appropriate box:

[    ]	Preliminary Proxy Statement
[ X ]	Definitive Proxy Statement
[    ]	Definitive Additional Materials
[    ]	Soliciting Material Pursuant to Sec. 240.14a-11(c) or Sec. 240.14a-12

 . . . . . . . . . . . . . . . . . . . . . . . . . . . .CIM High Yield Securiti
es . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 
(Name of Registrant as Specified In Its Charter)

 . . . . . . . . . . . . . . . . . . . . . . . . . . . .Gail A. Hanson, Assist
ant Secretary. . . . . . . . . . . . . . . . . . . . . . 
(Name of Person(s) Filing Proxy Statement)

Payment of Filing Fee (Check the appropriate box):

[    ]	$125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), or 14a-6(j)(2).
[    ]	$500 per each party to the controversy pursuant to Exchange Act Rule 14
a-6(i)(3).
[    ]	Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.

	1)	Title of each class of securities to which transaction applies:

		 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
 . . . . . . . . . . . . . . . . . . . . . . . . . 
	2)	Aggregate number of securities to which transaction applies:

		 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
 . . . . . . . . . . . . . . . . . . . . . . . . . 
	3)	Per unit price or other underlying value of transaction computed pursuant 
to 
		Exchange Act Rule 0-11:1

		 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
 . . . . . . . . . . . . . . . . . . . . . . . . . 
	4)	Proposed maximum aggregate value of transaction:

		 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 
 . . . . . . . . . . . . . . . . . . . . . . . . . 

 1	Set forth the amount on which the filing fee is calculated and state how it
 was determined.

[  ]	Check box if any part of the fee is offset as provided by Exchange Act 
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid p
reviously.  Identify the previous filing by registration statement number, or t
he Form or Schedule and the date of its filing.

	1)	Amount Previously Paid:

		 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
 . . . .	

	2)	Form, Schedule or Registration Statement No.:

		 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
 . . .	

	3)	Filing Party:

		 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 
 . . . .	

	4)	Date Filed:

		 . . . . . . . . August 29, 1996. . . . . . . . . . . . .  . . . . . .