INA INVESTMENT SECURITIES INC
DEF 14A, 1999-04-21
Previous: EASTGROUP PROPERTIES INC, SC 13D/A, 1999-04-21
Next: INFODATA SYSTEMS INC, DEF 14A, 1999-04-21



<PAGE>

                                  SCHEDULE 14A
                     Information Required in Proxy Statement

                            SCHEDULE 14A INFORMATION

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

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 Rule 14a-11(c) or Rule 14a-12

                         INA INVESTMENT SECURITIES, INC.
- --------------------------------------------------------------------------------
                (Name of Registrant as Specified In Its Charter)

                                 Not Applicable
- --------------------------------------------------------------------------------
    (Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)

Payment of Filing Fee (Check the appropriate box):

[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a6(i)(1) 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 or other underlying value of transaction  computed pursuant
         to Exchange  Act Rule 0-11 (Set forth the amount on which the filing
         fee is calculated and state how it was determined):

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

         -----------------------------------------------------------------
      5) Total fee paid:

         -----------------------------------------------------------------

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

      1) Amount Previously Paid:
            
         ---------------------------------------------------------------
      2) Form, Schedule or Registration Statement No.:

         ---------------------------------------------------------------
      3) Filing Party:

         ---------------------------------------------------------------
      4) Date Filed:

         ---------------------------------------------------------------

<PAGE>

                         INA INVESTMENT SECURITIES, INC.



                                                      Philadelphia, Pennsylvania
                                                                   April 8, 1999

To Our Shareholders:

  The Annual Meeting of Shareholders of INA Investment Securities,  Inc. will be
held  at  The  Colony  Club,  6th  Floor,   Baystate  West,  1500  Main  Street,
Springfield,  Massachusetts 01115 on Tuesday, May 18, 1999 at 9:30 a.m., Eastern
Time.  Formal notice of the meeting  appears on the next page and is followed by
the proxy statement.

  We hope you will find it convenient to attend the meeting,  but we urge you in
any event to  complete  and  return  the  enclosed  proxy  card in the  envelope
provided.  It is very  important  that your  proxy card be  received  as soon as
possible so that the necessary quorum will be represented at the meeting. If you
do attend, you may vote in person if you so desire.

  The Annual  Report of  INA  Investment  Securities,  Inc. for  the  year ended
December 31, 1998 has previously been mailed to you.






                                                 Sincerely,



                                                 /s/ Richard H. Forde

                                                 Richard H. Forde
                                                 Chairman




- -------------------------------------------------------------------------------

                             YOUR VOTE IS IMPORTANT

SHAREHOLDERS  ARE URGED TO INDICATE  THEIR VOTING  INSTRUCTIONS  ON THE ENCLOSED
PROXY CARD, DATE AND SIGN IT, AND RETURN IT IN THE ACCOMPANYING  ENVELOPE.  YOUR
PROMPT ATTENTION IS APPRECIATED.

- -------------------------------------------------------------------------------

<PAGE>


                         INA INVESTMENT SECURITIES, INC.


                    NOTICE OF ANNUAL MEETING OF SHAREHOLDERS







To Shareholders of INA Investment Securities, Inc.

The Annual  Meeting of  Shareholders  of INA  Investment  Securities,  Inc. (the
"Fund") will be held at The Colony Club,  6th Floor,  Baystate  West,  1500 Main
Street, Springfield,  Massachusetts 01115 on Tuesday, May 18, 1999 at 9:30 a.m.,
Eastern Time, for the following purposes:

(1)   To  elect  five  Directors  to  serve  until the  next  Annual Meeting  of
      Shareholders or until the election and qualification of their successors.

(2)   To   ratify   the   appointment   by    the   Board   of   Directors    of
      PricewaterhouseCoopers LLP as independent accountants of the Fund for  the
      fiscal year ending December 31, 1999.

(3)   To  approve  an  amendment  to  the Fund's Certificate of Incorporation to
      change the name of the Fund to CIGNA Investment Securities, Inc.

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

Holders of record of the shares of the Fund at the close of business on April 5,
1999 are entitled to vote at the meeting.





                                               /s/ Jeffrey S. Winer

                                               Jeffrey S. Winer
                                               Secretary










Philadelphia, Pennsylvania
April 8, 1999


<PAGE>


                                 PROXY STATEMENT

                        ANNUAL MEETING OF SHAREHOLDERS OF
                         INA INVESTMENT SECURITIES, INC.

  This proxy  statement is  furnished in  connection  with the  solicitation  of
proxies by the Directors of INA Investment Securities, Inc. (the "Fund") for use
at the Annual Meeting of Shareholders of the Fund to be held at The Colony Club,
6th Floor, Baystate West, 1500 Main Street, Springfield,  Massachusetts 01115 on
Tuesday,  May  18,  1999 at 9:30 a.m., Eastern Time, and  at any postponement or
adjournment thereof.

  Any  person  executing  a proxy may  revoke it at any time prior to its use by
executing a new proxy or by  registering  with the  Secretary of the Fund at the
meeting and requesting a revocation.  Executed proxies received by the Fund will
be voted in accordance with the directions  specified therein. A majority of the
outstanding  shares of the Fund must be present  at the  meeting in person or by
proxy to constitute a quorum for the transaction of business.

  For purposes of determining the presence of a quorum for transacting  business
at the meeting and determining  whether  sufficient votes have been cast FOR the
proposals,  abstentions  (that is, votes that are marked  "withheld") and broker
"non-votes"  (that is,  proxies  from brokers or nominees  indicating  that such
persons  have  not  received  instructions  from the  beneficial  owner or other
persons entitled to vote the shares on a particular matter with respect to which
the  brokers or  nominees  do not have  discretionary  power) will be treated as
shares which are present and entitled to vote,  but which have not voted on such
matter.  For this reason,  abstentions and broker non-votes will assist the Fund
in obtaining a quorum;  however,  abstentions and broker  non-votes will have no
effect on the outcome of the vote.

  The Board of Directors recommends a vote FOR the election of Directors and FOR
the ratification of  PricewaterhouseCoopers  LLP as independent  accountants and
FOR the approval of an amendment to the Fund's  Certificate of  Incorporation to
change  the  name  of the  Fund  to  CIGNA  Investment  Securities,  Inc.  If no
specification  is made, the proxy will be voted FOR the election of Directors as
listed, FOR the ratification of the appointment of  PricewaterhouseCoopers  LLP,
FOR the approval of an amendment to the Certificate of  Incorporation  to change
the name of the Fund to CIGNA Investment Securities,  Inc. and at the discretion
of the proxy  holders,  on any other  matters which may properly come before the
meeting or at any  postponement or adjournment  thereof.  The Board of Directors
does not know of any actions to be  considered  at the meeting  other than those
referred to above.

  Costs of  soliciting  proxies  will be  borne  by the  Fund.  In  addition  to
solicitation  of proxies by use of the mails,  some of the  officers of the Fund
and persons  affiliated  with CIGNA  Corporation  ("CIGNA")  and its  affiliated
companies may, without remuneration, solicit proxies in person or by telephone.

  At the  close  of  business  on  April  5,  1999,  the  record  date  for  the
determination  of  shareholders  entitled  to vote at the  meeting,  there  were
4,792,215 outstanding shares. 



                                       3

<PAGE>


Each share is entitled to one vote.  This proxy  statement and the  accompanying
Notice of Annual Meeting of  Shareholders  and form of proxy are being mailed on
or about April 12, 1999 to shareholders of record on the record date.

  The principal  executive offices of the Fund are located at Two Liberty Place,
1601 Chestnut  Street,  Philadelphia,  Pennsylvania  19192-2211  and the mailing
address of the Fund is P.O. Box 13856, Philadelphia, Pennsylvania 19101.

  THE FUND WILL FURNISH TO A SHAREHOLDER UPON REQUEST, WITHOUT CHARGE, A COPY OF
THE ANNUAL REPORT.  REQUESTS MAY BE MADE BY WRITING TO THE FUND, P.O. BOX 13856,
PHILADELPHIA,  PENNSYLVANIA  19101,  ATTN:  ALFRED A. BINGHAM III, OR BY CALLING
1-800-426-5523.


                                   PROPOSAL 1

                              ELECTION OF DIRECTORS

  At the meeting, five Directors are  to  be elected by the shareholders of  the
Fund.  The Board of  Directors  has  nominated  and  recommends  the election of
Messrs. Hugh R. Beath,  Richard H. Forde,  Russell H. Jones, Thomas C. Jones and
Paul J.  McDonald.  Each of the  nominees is  currently  serving on the Board of
Directors.  Shareholders are asked to elect Messrs.  Beath,  Forde, R. Jones, T.
Jones and McDonald as Directors of the Fund,  each to hold office until the next
Annual Meeting of  Shareholders or until the election and  qualification  of his
successor.

  Each  of  the  Directors  of  the  Fund also serves as a Trustee of CIGNA High
Income Shares ("CHIS").  CIGNA Investments,  Inc. ("CII"),  an indirect,  wholly
owned  subsidiary of CIGNA,  serves as  investment  adviser to both the Fund and
CHIS. CHIS will hold an annual meeting on April 27, 1999, at which  shareholders
will be asked to elect Messrs.  Beath, Forde, R. Jones, T. Jones and McDonald as
Trustees.

  All shares  represented  by valid  proxies  will be voted in the  election  of
Directors for the nominees unless authority to vote for a particular  nominee is
withheld.  Proxies  cannot  be voted for a greater  number of  persons  than the
nominees named in the proxy statement. If any nominee should be unable to serve,
an event not now  anticipated,  proxies  will be voted for such other  person as
shall be  designated  by the Board of  Directors  of the  Fund,  or the Board of
Directors may reduce the number of Directors,  as authorized by the By-Laws. All
of the nominees have agreed to serve if elected.

  Mr. Beath was first elected to the Board in 1987.  Messrs. Jones and  McDonald
were first elected in 1995.  Mr. T. Jones was first  elected in 1998.  Mr. Forde
was  appointed  to the Board in 1998.  Messrs.  Beath,  R.  Jones,  T. Jones and
McDonald were last elected by shareholders on April 28, 1998.


                                       4

<PAGE>


  The following  table sets forth the number of shares of the Fund and shares of
CIGNA  beneficially  owned by those who served on the Board of Directors  during
1998 and by the  Fund's  Directors  and  officers  as a group.  The  Information
provided is as of  December  31,  1998.  As of December  31,  1998,  neither the
Directors  as  a  group  nor  the  Directors  and  officers  as  a  group  owned
beneficially  more  than 1% of the  outstanding  shares of the Fund or of CIGNA.

Name                                      Fund        CIGNA
- ----                                      ----        -----
R. Bruce Albro(1)....................       0             0
Hugh R. Beath........................       0             0
Richard H. Forde(2)..................       0        27,050
Russell H. Jones.....................     100             0
Thomas C. Jones(2)...................       0       113,779
Paul J. McDonald.....................     550             0
Directors and Officers As a Group....     650       141,457
- ------------
(1) Mr. Albro retired from CIGNA and resigned from the Board in 1998.
(2) Included shares of CIGNA which may be  acquired  within  60  days  upon  the
    exercise of outstanding stock options, as follows:  Mr. Forde 22,320, Mr. T.
    Jones 105,787.

  Section  16(a)  of the  Securities  Exchange  Act of  1934,  as  amended  (the
"Exchange  Act"),  requires the Fund's  Directors  and executive  officers,  and
persons  who own  more  than 10% of a  registered  class  of the  Fund's  equity
securities,  to file with the Securities and Exchange Commission ("SEC") and the
New York Stock Exchange reports of ownership and reports of changes in ownership
of common stock and other equity securities of the Fund. Officers, Directors and
greater than 10%  shareholders  are required by SEC  regulations  to furnish the
Fund with copies of all Section 16(a) forms they file. Based solely on review of
the copies of such reports received by the Fund, or written representations from
certain  persons  that no such  reports  were  required  to be filed  for  those
persons,  the Fund believes all Section 16(a) filing requirements  applicable to
officers, Directors and greater than 10% beneficial owners were satisfied.

  The following section sets forth as to each nominee his age, present position,
his principal occupation or employment during the last five years, his principal
affiliations,  including any  directorships he presently holds in companies that
have  issued   publicly-held   securities  and  any  material   interest  in  or
relationship with CII and any of its affiliated persons presently and during the
preceding  five  years.  Information on the Fund's executive officers is set out
under the caption "Managment of the Fund."  The Fund does  not have a  principal
underwriter or administrator. Each nominee currently serves as a director of the
Fund, and as a Trustee of CIGNA Funds Group,  CIGNA  Institutional  Funds Group,
CIGNA Variable Products  Group,  and CIGNA High Income  Shares,  except that Mr.
Forde is not a Trustee of CIGNA Variable Products Group.

NOMINEES:

HUGH  R.  BEATH,  67,  Advisory  Director,   AdMedia  Corporate  Advisors,  Inc.
(investment banking);  previously Managing Director, AdMedia Corporate Advisors,
Inc.; Chairman of the Board of Directors, Beath Advisors, Inc.


                                       5

<PAGE>



RICHARD H.  FORDE*,  45,  Senior  Managing  Director,  CII and CIGNA  Investment
Advisory Company, Inc.; President,  Senior Managing Director and Director, CIGNA
International Investment Advisors, Ltd.

RUSSELL  H.  JONES,  54,  Vice  President  and  Treasurer,   Kaman   Corporation
(helicopters  and aircraft  components,  industrial  distribution);  Corporator,
Hartford  Seminary;  Trustee  and  Senior  Fellow,  American  Leadership  Forum;
previously Vice President,  Kaman Corporation;  Trustee,  Connecticut Policy and
Economic Counsel.

THOMAS C. JONES*, 52, President and Chief Investment  Officer,  CIGNA Investment
Management,  a  division  of  CIGNA;  President  and  Director,  CII  and  CIGNA
Investment Group, Inc.; Director, CIGNA International Investment Advisors, Ltd.;
President,  CIGNA Investment  Advisory  Company,  Inc.;  President,  Connecticut
General  Life  Insurance  Company.  Mr.  Jones is also an officer or director of
various other entities which are subsidiaries or affiliates of CIGNA; previously
President,  CIGNA Individual Insurance,  a division of CIGNA;  President,  CIGNA
Reinsurance - Property & Casualty; a division of CIGNA; Executive Vice President
and Director, NAC RE Corporation.

PAUL J. MCDONALD,  55,  Senior  Executive  Vice  President  and Chief  Financial
Officer, Friendly Ice Cream Corporation (family restaurants and dairy products);
Chairman,  Dean's  Advisory  Council,  University  of  Massachusetts  School  of
Management;  Director,  Springfield  YMCA;  Trustee,  Basketball  Hall of  Fame;
Regional  Director - Western  Massachusetts,  Bank of Boston;  previously Senior
Executive Vice President, Finance and Chief Administrative Officer, Friendly Ice
Cream Corporation.

  No officer of the Fund and no Director of the Fund  received any  remuneration
from the Fund during 1998 at the same time he was serving as a Director, officer
or  employee  of  CII,  CIGNA  or any of its  subsidiaries.  The  other  current
Directors,  taken as a group,  were paid or accrued  Director fees for 1998 from
the  Fund  in the  aggregate  amount  of  $24,600.  Under  current  compensation
arrangements, such Directors will be entitled to receive from the Fund an annual
retainer of $6,600 plus a fee of $200 for each Board  meeting  attended and $200
for each  Committee  meeting  attended.  These Trustees will also be entitled to
receive,  as compensation for their services as Trustees,  an annual retainer of
$2,000, a $200 Board meeting fee, and a $200 Committee  meeting fee from each of
CIGNA Funds Group, CIGNA  Institutional  Funds Group and CIGNA Variable Products
Group,  except that the annual retainer for CIGNA  Institutional  Funds Group is
being  waived  while  the  net  assets  of its  sole  series  of  shares,  CIGNA
International  Stock Fund, are below  $25,000,000,  and the annual  retainer for
CIGNA Funds Group is also being waived.  In addition,  these  Directors  will be
entitled to receive an annual retainer of $8,600,  a $200 Board meeting fee, and
a $200 Committee  meeting fee from CIGNA High Income  Shares.  All Directors are
entitled to receive reimbursements for expenses incurred in connection with each
Board and  Committee  meeting  attended.  These  reimbursements  of expenses are
allocated among the Fund, each series of CIGNA Funds Group, CIGNA  Institutional
Funds Group,  CIGNA Variable Products Group and CIGNA High Income Shares so that
each  entity  pays an  amount  based on its net  assets as a  percentage  of the
aggregate  net  assets  of  such  entities.
- -------
* Nominee is an  "interested  person" of the Fund and CII within the  meaning of
the Investment Company Act of 1940.

                                       6


<PAGE>

   The  following  table  sets  forth compensation paid by the Fund and  by  the
CIGNA fund complex to Trustees in 1998:
<TABLE>
<CAPTION>

                                                                                            TOTAL
                                                                                        COMPENSATION
                                                                                          FROM FUND
                                                                                           AND CIGNA
                                                                AGGREGATE                   COMPLEX
NAME OF PERSON,                                                COMPENSATION                 PAID TO
POSITION WITH FUND                                              FROM FUND                 DIRECTORS (d)
- ---------------------------------------------------------------------------------------------------------
<S>                                                         <C>                          <C>
R. Bruce Albro, Director, Chairman and President (a)....    $      0                     $      0
Hugh R. Beath, Director (b).............................       8,200                       25,400
Richard H. Forde President, Chairman and Director.......    $      0                     $      0
Russell H. Jones, Director..............................       8,200                       25,400
Thomas C. Jones, Director...............................           0                            0
Paul J. McDonald, Director (c)..........................       8,200                       25,400
                                                            ----------                   ----------
                                                            $  24,600                    $  76,200
                                                            ==========                   ==========
</TABLE>

- ----------------
 (a)     Mr. Albro retired from CIGNA and resigned from the Board in 1998.
 (b)     All but $1,525 of Mr.  Beath's 1998  compensation  was deferred under a
         plan  for all  CIGNA  funds in which  he had an  aggregate  balance  of
         $213,647 as of December 31, 1998.
 (c)     All but $1,525 of Mr. McDonald's 1998 compensation was deferred under a
         plan  for all  CIGNA  funds in which  he had an  aggregate  balance  of
         $135,937 as of December 31, 1998.
 (d)     There were four (4) investment  companies  other  than  the Fund in the
         CIGNA fund complex.

  The Board of Directors held five  Board  meetings during 1998.  Each  Director
attended more than 75% of the aggregate  meetings of the Board and Committees on
which such  Director  served  during the year.  The Board of Directors has three
standing committees as follows:

AUDIT COMMITTEE

  The Audit  Committee  reviews the  accounting  controls and procedures and the
quality of accounting services rendered to the Fund by independent  accountants,
and inquires into the work of management and of the independent  accountants and
the working  relationships between them. It has direct access to the independent
accountants,  and to financial officers and such other officers as the Committee
deems  desirable.  The Committee  also has the authority to approve the scope of
the annual  audit and reports the results of its work to the Board of  Directors
on an appropriate schedule.  The Committee held one meeting in 1998. The current
members of the Committee are Messrs.  Beath,  R. Jones and McDonald  (Chairman),
none of whom are interested persons of the Fund.



                                       7

<PAGE>



CONTRACTS COMMITTEE

  The Contracts  Committee reviews the performance of the investment adviser for
the Fund,  and makes  recommendations  to the Board of Directors  concerning the
renewal of the Investment  Advisory Agreement.  In performing its function,  the
Committee  obtains from CII such  information as it deems  necessary to evaluate
the terms of the  Investment  Advisory  Agreement  and any changes or amendments
thereto or  replacements  thereof.  The Committee held two meetings in 1998. The
current  members of the Committee are Messrs.  Beath,  R. Jones  (Chairman)  and
McDonald, none of whom are interested persons of the Fund.

NOMINATING COMMITTEE

  The  Nominating  Committee  manages the  development  and  maintenance  of the
Board's  membership,   organization  and  compensation  and  it  identifies  and
recommends to the Board  individuals  to be nominated for election as Directors.
No policy or procedure has been established as to the recommendation of Director
nominees by  shareholders.  The Committee held two meetings in 1998. The current
members of the Committee are Messrs.  Beath  (Chairman),  R. Jones and McDonald,
none of whom are interested persons of the Fund.

REQUIRED VOTE

  Each nominee for Director  receiving the affirmative vote of a majority of the
votes cast for election of Directors shall be elected.

THE  BOARD  OF  DIRECTORS  RECOMMENDS  THAT  SHAREHOLDERS VOTE "FOR" EACH OF THE
NOMINEES.


                                  PROPOSAL 2

                     RATIFICATION OF INDEPENDENT ACCOUNTANTS

  The firm of  PricewaterhouseCoopers  LLP has  been  selected  by the  Board of
Directors  of the Fund as  independent  accountants  for the Fund for the fiscal
year ending December 31, 1999. Shareholders are asked to ratify the selection of
independent accountants at the meeting.

  For the fiscal  year  ended  December  31,  1998,  PricewaterhouseCoopers  LLP
performed  both  audit  and  non-audit  services  for the Fund.  Audit  services
consisted of  examinations  of the Fund's  financial  statements  and review and
consultation  in  connection  with  filings  with  the SEC.  Non-audit  services
included reviewing tax returns of the Fund and providing tax planning advice.


                                       8

<PAGE>



  PricewaterhouseCoopers  LLP also serves as independent  accountants  for CIGNA
High Income  Shares and for each of the series of shares of CIGNA  Funds  Group,
CIGNA  Institutional  Funds Group and CIGNA Variable Products Group and performs
services for all such entities  similar to the services  performed for the Fund.
PricewaterhouseCoopers LLP also serves as independent accountants for CIGNA.

  Representatives  of  PricewaterhouseCoopers  LLP are  expected  to attend  the
meeting and will be provided an  opportunity  to make a statement and to respond
to appropriate questions from shareholders.

REQUIRED VOTE

  The selection of PricewaterhouseCoopers  LLP as independent accountants of the
Fund will be ratified upon the affirmative  vote of a majority of the votes cast
by the shareholders of the Fund.

  THE BOARD OF DIRECTORS RECOMMENDS THAT SHAREHOLDERS VOTE "FOR" PROPOSAL 2.



                                   PROPOSAL 3

              AMENDMENT OF THE FUND'S CERTIFICATE OF INCORPORATION
      TO CHANGE THE NAME OF THE FUND TO CIGNA INVESTMENT SECURITIES, INC.

As a result of the proposed  sale by CIGNA of certain of its  businesses  to ACE
Limited,  the Fund will no longer be able to use the name  "INA."  Changing  the
name of the  Fund  will  require  an  amendment  to the  Fund's  Certificate  of
Incorporation, and Delaware law requires shareholders to approve this amendment.
Shareholders  are asked to approve an  amendment  to the Fund's  Certificate  of
Incorporation  to change  the name of the Fund to CIGNA  Investment  Securities,
Inc.

REQUIRED VOTE

Approval of an amendment to the Fund's  Certificate of  Incorporation  to change
the  name  of the  Fund  to  CIGNA  Investment  Securities,  Inc.  requires  the
affirmative  vote of a  majority  of the votes cast by the  shareholders  of the
Fund.

THE BOARD OF DIRECTORS RECOMMENDS THAT SHAREHOLDERS VOTE "FOR" PROPOSAL 3.


                                       9

<PAGE>



                             MANAGEMENT OF THE FUND

  Information  concerning  the names,  positions  held with the Fund,  principal
occupation or employment during the last five years, and current affiliations of
the executive  officers of the Fund,  other than for Mr. Forde,  Chairman of the
Board and President of the Fund, is set out below.  Information  concerning  Mr.
Forde is set out in  Proposal  1 under the  caption  "Nominees".  The  executive
officers are elected annually by the Board of Trustees. As of December 31, 1998,
executive  officers of the Fund owned beneficially less than 1% of the shares of
the Fund and of CIGNA.

ALFRED A. BINGHAM  III, 54, Vice  President  and  Treasurer,  CIGNA Funds Group,
CIGNA  Institutional  Funds Group,  CIGNA Variable  Products  Group,  CIGNA High
Income Shares and INA Investment  Securities,  Inc.;  Assistant Vice  President,
CII.

JEFFREY S. WINER, 41, Senior Counsel, CIGNA; Vice President and Secretary, CIGNA
Funds Group,  CIGNA  Institutional  Funds Group,  CIGNA Variable Products Group,
CIGNA High Income Shares and INA Investment  Securities,  Inc.;  Vice President,
Connecticut General Life Insurance Company; previously Counsel, CIGNA.


                                       10
 
<PAGE>

                                 OTHER BUSINESS

SHAREHOLDER PROPOSALS FOR 2000

  Shareholders  may propose  matters for  inclusion in the proxy  statement  and
action at next year's annual meeting,  subject to certain  conditions.  Any such
shareholder  proposals  intended to be presented at the 2000 annual meeting must
be received by management of the Fund prior to November 3, 1999.

  The  management  of the Fund does not know of any other  matters to be brought
before  the  meeting.  If any other  matters  are  properly  brought  before the
meeting,  proxies not limited to the contrary will be voted in  accordance  with
the best judgment of the person or persons acting thereunder.



                                                    /s/ Jeffrey S. Winer

                                                    Jeffrey S. Winer
                                                    Secretary









Philadelphia, Pennsylvania
April 8, 1999




                                       10



<PAGE>

- --------------------------------------------------------------------------------
                         INA INVESTMENT SECURITIES, INC.

                THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS

The undersigned hereby appoints Richard H. Forde and Jeffrey S. Winer and either
one of them, proxies of the undersigned, with the power of substitution, to vote
the shares of the  undersigned  at the Annual  Meeting  of  Shareholders  of INA
Investment Securities, Inc. (the "Fund"), on Tuesday, May 18, 1999 at 9:30 a.m.,
Eastern Time, at The Colony Club, 6th Floor,  Baystate  West,  1500 Main Street,
Springfield,  Massachusetts,  and  at any  adjournment  thereof,  in the  manner
directed  herein  with  respect  to the  matters  described  in the  notice  and
accompanying proxy statement for said meeting.  The Directors recommend that you
vote "FOR" each of the proposals.  As to any other matter, or if any nominee for
the office of Director is not available for election, said proxies shall vote in
accordance with their best judgment.

|------------------------------------------------------------------------------|
|PLEASE  VOTE,  DATE,  AND  SIGN ON REVERSE SIDE AND  RETURN  PROMPTLY  IN  THE|
|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.   If  a  corporation   or|
|partnership, 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>



[X]   PLEASE MARK VOTES 
      AS IN THIS EXAMPLE

- ---------------------------------
 INA INVESTMENT SECURITIES, INC.
- ---------------------------------


THIS PROXY WILL BE VOTED AS SPECIFIED.  IF NO SPECIFICATION  IS MADE, THE  PROXY
WILL BE VOTED IN FAVOR OF THE PROPOSALS SHOWN ON THIS PROXY CARD.

CONTROL NUMBER:


1. Election of Directors.
                                              FOR ALL     WITH-        FOR ALL 
                                              NOMINEES    HOLD         EXCEPT
                  MESSRS.                      _           _            _
     BEATH, FORDE, R. JONES, T. JONES AND     [_]         [_]          [_]
     MCDONALD

   If you do not wish  your  shares voted "For" a  particular nominee, mark  the
   "For All Except" box and strike a line through the name(s) of the nominee(s).
   Your shares will be voted for the remaining nominee(s).


                                               FOR        AGAINST      ABSTAIN
2. Ratification of the selection of Price-      _          _            _
   waterhouseCoopers LLP as independent        [_]        [_]          [_]
   accountants for the Fund for fiscal year
   1999.

                                               FOR        AGAINST      ABSTAIN
3. Amendment of the Fund's Certificate of       _          _            _
   Incorporation to change the name of the     |_|        |_|          |_|
   Fund to CIGNA Investment Securities, Inc.             


4. In their discretion upon such other matters as may properly come before the
   meeting.


   Mark box at right if an address change or comment has been noted on  _
   the reverse side of this card.                                      [_]


   RECORD DATE SHARES:




                                                   |---------------------------|
Please be sure to sign and date this Proxy.        |Date                       |
|--------------------------------------------------|---------------------------|
|                                                                              |
|----Shareholder sign here--------------------------Co-owner sign here---------|





© 2022 IncJournal is not affiliated with or endorsed by the U.S. Securities and Exchange Commission