<PAGE>
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. )
Filed by the Registrant [x]
Filed by a Party other than the Registrant [_]
Check the appropriate box:
[_] Preliminary Proxy Statement [_] CONFIDENTIAL, FOR USE OF THE
COMMISSION ONLY (AS PERMITTED BY
[x] Definitive Proxy Statement RULE 14C-5(D)(2))
[_] Definitive Additional Materials
[_] Soliciting Material Pursuant to (S)240.14a-11(c) or (S)240.14a-12
CIGNA HIGH INCOME SHARES
------------------------------------------------------------------------
(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] $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), 14a-6(i)(2) or
Item 22(a)(2) of Schedule 14A.
[_] $500 per each party to the controversy pursuant to Exchange Act Rule 14a-
6(i)(3).
[_] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
(2) Aggregate number of securities to which transaction applies:
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined):
(4) Proposed maximum aggregate value of transaction:
(5) Total fee paid:
[_] Fee paid previously with preliminary materials.
[_] Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
(2) Form, Schedule or Registration Statement No.:
(3) Filing Party:
(4) Date Filed:
Notes:
<PAGE>
CIGNA HIGH INCOME SHARES
Springfield, Massachusetts
March 15, 1996
To Our Shareholders:
The Annual Meeting of Shareholders of CIGNA High Income Shares will be held
at The Colony Club, 6th Floor, Baystate West, 1500 Main Street, Springfield,
Massachusetts 01115 on Tuesday, April 30, 1996 at 2:00 p.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 CIGNA High Income Shares for the year ended December 31,
1995 has previously been mailed to you.
Sincerely,
/s/ R. Bruce Albro
R. Bruce Albro
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>
CIGNA HIGH INCOME SHARES
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
To Shareholders of CIGNA High Income Shares:
The Annual Meeting of Shareholders of CIGNA High Income Shares (the "Fund")
will be held at The Colony Club, 6th Floor, Baystate West, 1500 Main Street,
Springfield, Massachusetts 01115 on Tuesday, April 30, 1996 at 2:00 p.m.,
Eastern Time, for the following purposes:
(1) To elect five Trustees 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 Trustees of Price Waterhouse
LLP as independent accountants of the Fund for the fiscal year ending
December 31, 1996.
(3) 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 March
5, 1996 are entitled to vote at the meeting.
/S/ Jeffrey S. Winer
Jeffrey S. Winer
Secretary
Springfield, Massachusetts
March 15, 1996
<PAGE>
PROXY STATEMENT
ANNUAL MEETING OF SHAREHOLDERS OF
CIGNA HIGH INCOME SHARES
This proxy statement is furnished in connection with the solicitation of
proxies by the Trustees of CIGNA High Income Shares (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, April 30, 1996 at 2:00 p.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 Trustees recommends a vote FOR the election of Trustees and FOR
the ratification of Price Waterhouse LLP as independent accountants. If no
specification is made, the proxy will be voted FOR the election of Trustees as
listed, FOR the ratification of the appointment of Price Waterhouse LLP 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 Trustees 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, telegram or cable.
At the close of business on March 5, 1996, the record date for the
determination of shareholders entitled to vote at the meeting, there were
36,284,637 outstanding shares and 36,284,100 eligible voting shares. Each
voting 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 March 15, 1996 to shareholders of record on the
record date.
<PAGE>
The principal executive offices of the Fund are located at (and its mailing
address is) 1380 Main Street, Springfield, Massachusetts 01103.
THE FUND WILL FURNISH TO A SHAREHOLDER UPON REQUEST, WITHOUT CHARGE, A COPY
OF THE ANNUAL REPORT AND THE MOST RECENT SEMI-ANNUAL REPORT SUCCEEDING THE
ANNUAL REPORT. REQUESTS MAY BE MADE BY WRITING TO THE FUND, 1380 MAIN STREET,
SPRINGFIELD, MA 01103, ATTN: ALFRED A. BINGHAM III, OR BY CALLING 1-800-426-
5523.
PROPOSAL 1
ELECTION OF TRUSTEES
At the meeting, five Trustees are to be elected by the shareholders of the
Fund. The Board of Trustees has nominated and recommends the election of
Messrs. R. Bruce Albro, Hugh R. Beath, Russell H. Jones, Paul J. McDonald and
Arthur C. Reeds, III. Each of the nominees is currently serving on the Board of
Trustees. Shareholders are asked to elect Messrs. Albro, Beath, Jones, McDonald
and Reeds as Trustees 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 Trustees of the Fund also serves as a Director of INA Investment
Securities, Inc. ("IIS"). CIGNA Investments, Inc. ("CII"), an indirect, wholly
owned subsidiary of CIGNA, serves as investment adviser to both the Fund and
IIS. IIS will also hold an annual meeting on April 30, 1996 at which
shareholders will be asked to elect Messrs. Albro, Beath, Jones, McDonald and
Reeds as Directors.
All shares represented by valid proxies will be voted in the election of
Trustees 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 Trustees of the Fund, or the
Board of Trustees may reduce the number of Trustees, as authorized by the
Declaration of Trust. All of the nominees have agreed to serve if elected.
Mr. Beath was first elected to the Board in 1987. Mr. Albro was first elected
in 1988, and Mr. Reeds was elected in 1991. Messrs. Albro, Beath and Reeds were
last elected by shareholders on April 25, 1995, when Messrs. Jones and McDonald
were first elected to the Board.
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 Trustees during
1995, nominees for the Board, and by the Fund's Trustees and officers as a
group. The Information provided is as of December 31, 1995, except that share
figures for Messrs. Howe and Loomis are as of April 25, 1995, their last day of
service on the Board of Trustees. As of December 31, 1995, neither the Trustees
as a group nor the Trustees and officers as a group owned beneficially more
than 1% of the outstanding shares of the Fund or of CIGNA.
2
<PAGE>
<TABLE>
<CAPTION>
NAME FUND CIGNA
---- ----- ------
<S> <C> <C>
R. Bruce Albro.................................................. 0 6,653(1)
Hugh R. Beath................................................... 339 0
Nathaniel S. Howe............................................... 0 0
Russell H. Jones................................................ 0 0
Worth Loomis.................................................... 8,000 0
Paul J. McDonald................................................ 0 0
Arthur C. Reeds, III............................................ 0 82,540(1)
Trustees and Officers As a Group................................ 8,339 89,193(1)
</TABLE>
- ---------
(1) Includes shares of CIGNA which may be acquired within 60 days upon the
exercise of outstanding stock options, as follows: Mr. Albro--4,487 and Mr.
Reeds--68,996.
Section 16(a) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), requires the Fund's Trustees 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,
Trustees 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, Trustees and greater than 10% beneficial
owners were satisfied.
The following section sets forth as to each nominee his present position, his
age, 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. The Fund does not have a principal underwriter
or administrator. Each nominee currently serves as a Trustee of the Fund, CIGNA
Funds Group (formerly known as CIGNA Annuity Funds Group), CIGNA Institutional
Funds Group, CIGNA Variable Products Group, and as a Director of INA Investment
Securities, Inc.
NOMINEES:
R. BRUCE ALBRO*, 53, Senior Managing Director and Division Head, CIGNA
Portfolio Advisers, a division of CII; Chairman of the Board and President,
CIGNA Funds Group (formerly known as CIGNA Annuity Funds Group), CIGNA
Institutional Funds Group, CIGNA Variable Products Group and INA Investment
Securities, Inc. Mr. Albro is also an officer or director of various other
entities which are subsidiaries or affiliates of CIGNA. Previously Managing
Director--Division Head, CII; Managing Director, CII; and President, CIGNA
Capital Brokerage, Inc.
HUGH R. BEATH, 64, Previously Managing Director, AdMedia Corporate Advisors,
Inc.; Chairman of the Board of Directors, Beath Advisors, Inc.; Chairman,
President and Chief
- ---------
* Nominee is an "interested person" of the Fund and CII within the meaning of
the Investment Company Act of 1940.
3
<PAGE>
Executive Officer, ADVO-System, Inc. (presently known as ADVO, Inc.) (direct
mail advertising); Executive Vice President, Operations, John Blair & Co.
(marketing and communications); President, Specialty Grocery Products
Division, R. J. Reynolds Industries (consumer products); and Vice President
and Treasurer, Heublein, Inc. (maker of distilled spirits).
RUSSELL H. JONES, 51, Vice President, Kaman Corporation (helicopters and
aircraft components, scientific research, industrial products and services);
Trustee, Connecticut Policy and Economic Counsel; Corporator, Hartford
Seminary; Secretary, Bloomfield Chamber of Commerce; Director and Senior
Fellow, American Leadership Forum; Corporator, Big Brothers/Big Sisters
(Nutmeg).
PAUL J. MCDONALD, 52, Senior Executive Vice President and Chief
Administrative Officer, Friendly Ice Cream Corporation (family restaurants and
dairy products); Chairman, Dean's Advisory Council, University of
Massachusetts School of Management; Chairman, Springfield YMCA; Trustee,
Springfield College. Previously Executive Vice President, Finance and Chief
Financial Officer, Friendly Ice Cream Corporation.
ARTHUR C. REEDS, III*, 51, President, CIGNA Investment Management (formerly
known as CIGNA Investment Division); President and Director, CIGNA Investment
Group, Inc. and CII; Director, CIGNA International Investment Advisors, Ltd.
Mr. Reeds is also an officer or director of various other entities which are
subsidiaries or affiliates of CIGNA. Previously Managing Director--Division
Head, CIGNA Portfolio Advisers, a division of CII.
No officer of the Fund and no Trustee of the Fund received any remuneration
from the Fund during 1995 at the same time he was serving as a Director,
officer or employee of CII, CIGNA or any of its subsidiaries. The other
current Trustees, taken as a group, were paid or accrued Trustee fees for 1995
from the Fund in the aggregate amount of $28,000. Under current compensation
arrangements, such Trustees will be entitled to receive from the Fund an
annual retainer of $8,600 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 or
Directors, 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 Trustees will be entitled to receive an annual
retainer of $6,600, a $200 Board meeting fee, and a $200 Committee meeting fee
from INA Investment Securities, Inc. All Trustees are entitled to receive
reimbursements for expenses incurred in connection with each Board and
Committee meeting attended. Such reimbursements of expenses are allocated
among the Fund, each series of CIGNA Funds Group, CIGNA Institutional Funds
Group, CIGNA Variable Products Group, and INA Investment Securities, Inc. so
that each such entity pays an amount based on its net assets as a percentage
of the aggregate net assets of such entities. The following table sets forth
compensation paid by the Fund and by the CIGNA fund complex to Trustees in
1995:
- ---------
* Nominee is an "interested person" of the Fund and CII within the meaning of
the Investment Company Act of 1940.
4
<PAGE>
<TABLE>
<CAPTION>
PENSION OR TOTAL
RETIREMENT COMPENSATION
BENEFITS ESTIMATED FROM FUND
ACCRUED AS ANNUAL AND CIGNA
AGGREGATE PART OF BENEFITS FUND COMPLEX
NAME OF PERSON, COMPENSATION FUND UPON PAID TO
POSITION WITH FUND FROM FUND EXPENSES RETIREMENT TRUSTEES (E)
- ------------------ ------------ ---------- ---------- ------------
<S> <C> <C> <C> <C>
R. Bruce Albro, Trustee,
Chairman and President. $ -- $-- $-- $ --
Hugh R. Beath, Trustee
(a).................... 8,200 -- -- 21,800
Nathaniel S. Howe,
Trustee (b)............ 4,400 -- -- 12,300
Russell H. Jones,
Trustee................ 5,500 -- -- 13,150
Worth Loomis, Trustee
(c).................... 4,400 -- -- 12,300
Paul J. McDonald,
Trustee (d)............ 5,500 -- -- 13,150
-- --
Arthur C. Reeds III,
Trustee................ -- -- -- --
------- ---- ---- -------
$28,000 $-- $-- $72,700
======= ==== ==== =======
</TABLE>
- ---------
(a) All of Mr. Beath's 1995 compensation was deferred under a plan for all
CIGNA funds in which he had an aggregate balance of $90,019 as of December
31, 1995.
(b) All of Mr. Howe's 1995 compensation was deferred under a plan for all
CIGNA funds in which he had an aggregate balance of $154,087 as of
December 31, 1995. Mr. Howe retired as a Trustee as of April 25, 1995.
(c) Mr. Loomis retired as a Trustee as of April 25, 1995.
(d) All of Mr. McDonald's 1995 compensation was deferred under a plan for all
CIGNA funds in which he had an aggregate balance of $13,838 as of December
31, 1995.
(e) There were four (4) investment companies besides the Fund in the CIGNA
fund complex.
The Board of Trustees held four Board meetings during 1995. Each Trustee
attended more than 75% of the aggregate meetings of the Board and Committees
on which such Trustee served during the year. The Board of Trustees 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 Trustees on an appropriate schedule. The Committee
held one meeting in 1995. The current members of the Committee are Messrs.
Beath, Jones and McDonald (Chairman), none of whom are interested persons of
the Fund.
CONTRACTS COMMITTEE
The Contracts Committee reviews the performance of the investment adviser
for the Fund, and makes recommendations to the Board of Trustees concerning
the renewal of the
5
<PAGE>
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 one meeting in 1995. The current
members of the Committee are Messrs. Beath, 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 Trustees.
No policy or procedure has been established as to the recommendation of Trustee
nominees by shareholders. The Committee held one meeting in 1995. The current
members of the Committee are Messrs. Beath (Chairman), Jones and McDonald, none
of whom are interested persons of the Fund.
REQUIRED VOTE
Each nominee for Trustee receiving the affirmative vote of a majority of the
votes cast for election of Trustees shall be elected.
THE BOARD OF TRUSTEES RECOMMENDS THAT SHAREHOLDERS VOTE "FOR" EACH OF THE
NOMINEES.
PROPOSAL 2
RATIFICATION OF INDEPENDENT ACCOUNTANTS
The firm of Price Waterhouse LLP has been selected by the Board of Trustees
of the Fund as independent accountants for the Fund for the fiscal year ending
December 31, 1996. Shareholders are asked to ratify the selection of
independent accountants at the meeting.
For the fiscal year ended December 31, 1995, Price Waterhouse 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.
Price Waterhouse LLP also serves as independent accountants for INA
Investment Securities, Inc. 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. Price Waterhouse LLP also serves as independent accountants for
CIGNA.
6
<PAGE>
Representatives of Price Waterhouse 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.
THE BOARD OF TRUSTEES RECOMMENDS THAT SHAREHOLDERS VOTE "FOR" PROPOSAL 2.
INVESTMENT ADVISORY AGREEMENT AND RELATED INFORMATION
CII, a Delaware corporation, is an indirect, wholly owned subsidiary of CIGNA
and is registered as an investment adviser with the SEC. CII provides
investment advisory services to the Fund pursuant to an Investment Advisory
Agreement between the Fund and CII which was last approved by vote of the
Fund's shareholders on May 2, 1989. On February 27, 1996, the Investment
Advisory Agreement was continued for the period ending August 10, 1997 with
respect to the Fund by the affirmative vote of the Board of Trustees of the
Fund, including a majority of the Trustees who are not "interested persons" (as
defined in the Investment Company Act of 1940) of CII or the Fund, cast in
person at a meeting called for the purpose of voting on such approval.
PRINCIPAL EXECUTIVE OFFICER AND DIRECTORS OF CII
Arthur C. Reeds, III is the President (principal executive officer) and a
Director of CII. Mr. Reeds is a member of the Board of Trustees and is
considered an "interested person" of the Fund. He is also the President and a
Director of CIGNA Investment Group, Inc., which owns 100% of the shares of CII.
Robert W. Burgess and Harold W. Albert are the other Directors of CII. Mr.
Burgess also serves as Senior Vice President and a Director of CIGNA Investment
Group, Inc. Mr. Albert is Senior Vice President and Chief Counsel and a
Director of CIGNA Investment Group, Inc. The address of CII and of each of its
Directors, and the address of CIGNA Investment Group, Inc., is 900 Cottage
Grove Road, Bloomfield, Connecticut 06002. The address of CIGNA Holdings, Inc.,
which owns 100% of the shares of CIGNA Investment Group, Inc., is One Beaver
Valley Road, Wilmington, Delaware 19850. The address of CIGNA Corporation,
which owns 100% of the shares of CIGNA Holdings, Inc., is One Liberty Place,
Philadelphia, Pennsylvania 19192.
SECURITY OWNERSHIP OF CIGNA
CIGNA advises that Sanford C. Bernstein & Co., Inc. ("Sanford Bernstein"),
One State Street Plaza, New York, NY 10004, reported that as of December 31,
1995 it held 5,402,831 shares, or 7.40%, of the outstanding common stock of
CIGNA for the accounts of discretionary clients who have the right to receive
dividends on these shares and any proceeds from the sale of these shares.
Sanford Bernstein also reported sole voting power as to 2,690,715, and sole
dispositive power as to 5,402,831, of these shares. FMR Corp., 82 Devonshire
Street, Boston, MA 02109 reported that as of December 31, 1995 it held
5,845,823 shares, or 7.70%, of the outstanding common stock of CIGNA for the
accounts of discretionary clients who have the right to receive dividends on
these shares and any proceeds from the sale of these shares. FMR Corp. also
reported sole voting power as to
7
<PAGE>
130,639 of these shares, and sole dispositive power as to 5,845,823 shares.
During 1995 the Fund paid no brokerage commissions to Sanford Bernstein or the
broker-dealer subsidiaries of FMR Corp.
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. Albro, Chairman of
the Board and President of the Fund, is set out below. Information concerning
Mr. Albro 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,
1995, executive officers of the Fund owned beneficially less than 1% of the
shares of the Fund and of CIGNA.
ALFRED A. BINGHAM III, 51, Vice President and Treasurer, CIGNA Funds Group
(formerly known as CIGNA Annuity Funds Group), CIGNA Institutional Funds
Group, CIGNA Variable Products Group, CIGNA High Income Shares and INA
Investment Securities, Inc.; Assistant Vice President, CII; previously Senior
Vice President and Treasurer, CIGNA Investments, Inc.; Vice President and
Treasurer, CIGNA Capital Brokerage, Inc.
LAWRENCE S. HARRIS, 54, Senior Managing Director, CII; Vice President, CIGNA
Funds Group (formerly known as CIGNA Annuity Funds Group), CIGNA Institutional
Funds Group, CIGNA Variable Products Group, CIGNA High Income Shares and INA
Investment Securities, Inc.; previously Managing Director-Division Head, CII;
Senior Vice President and Director, Alliance Capital Management L.P.
ALAN C. PETERSEN, 45, Managing Director, CII; Vice President, CIGNA High
Income Shares; previously Senior Vice President and Vice President, CII.
JEFFREY S. WINER, 38, Counsel, CIGNA; Vice President and Secretary, CIGNA
Funds Group (formerly known as CIGNA Annuity Funds Group), CIGNA Institutional
Funds Group, CIGNA Variable Products Group, CIGNA High Income Shares and INA
Investment Securities, Inc.; previously Attorney, CIGNA; Associate, Tarlow,
Levy, Harding & Droney (private law firm).
8
<PAGE>
OTHER BUSINESS
SHAREHOLDER PROPOSALS FOR 1997
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 1997 annual meeting must
be received by management of the Fund prior to November 12, 1996.
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
Springfield, Massachusetts
March 15, 1996
9
