<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
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] 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:
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2) Aggregate number of securities to which transaction applies:
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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:
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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:
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2) Form, Schedule or Registration Statement No.:
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3) Filing Party:
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4) Date Filed:
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<PAGE>
CIGNA HIGH INCOME SHARES
Waltham, Massachusetts
March 10, 1997
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 29, 1997 at 1:30 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, 1996 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.
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<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 29, 1997 at 1:30 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, 1997.
(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, 1997 are entitled to vote at the meeting.
/s/ Jeff S. Winer
Jeffrey S. Winer
Secretary
Waltham, Massachusetts
March 10, 1997
<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 29, 1997 at 1:30 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, 1997, the record date for the
determination of shareholders entitled to vote at the meeting, there were
36,998,697 outstanding shares and 36,996,479 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 10, 1997 to shareholders of record on the record date.
<PAGE>
The principal executive offices of the Fund are located at (and its
mailing address is) 950 Winter Street, Suite 1200, Waltham, Massachusetts 02154.
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, 950 WINTER STREET,
SUITE 1200, WALTHAM, MA 02154, 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 29, 1997,
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. Mr. Reeds was first elected in 1991. Messrs. Jones and
McDonald were first elected in 1995. Messrs. Albro, Beath, Jones, McDonald and
Reeds were last elected by shareholders on April 30, 1996.
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 1996 and by the Fund's Trustees and officers as a group. The information
provided is as of December 31, 1996. As of December 31, 1996, 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>
NAME FUND CIGNA
---- ---- -----
R. Bruce Albro........................................... 0 9,192(1)
Hugh R. Beath............................................ 339 0
Russell H. Jones......................................... 0 0
Paul J. McDonald......................................... 0 0
Arthur C. Reeds, III..................................... 0 94,098(1)
Trustees and Officers As a Group......................... 339 122,846(1)
- ----------
(1) Includes shares of CIGNA which may be acquired within 60 days upon the
exercise of outstanding stock options, as follows: Mr. Albro-6,056 and Mr.
Reeds-75,237.
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 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. The Fund does not have a principal underwriter or
administrator. Each nominee currently serves as a Trustee of the Fund, CIGNA
Funds Group, CIGNA Institutional Funds Group, CIGNA Variable Products Group, and
as a Director of INA Investment Securities, Inc.
NOMINEES:
R. BRUCE ALBRO*, 54, Senior Managing Director and Division Head, CIGNA
Portfolio Advisors, a section of CII; Senior Managing Director, CII and CIGNA
Investment Advisory Company, Inc.; Vice President and Investment Officer,
Connecticut General Life Insurance Company and Life Insurance Company of North
America; Chairman of the Board and President, CIGNA 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.
HUGH R. BEATH, 65, Advisory Director, AdMedia Corporate Advisors, Inc.;
previously Managing Director, AdMedia Corporate Advisors, Inc.; Chairman of
the Board of Directors, Beath Advisors, Inc.
- -----------------
* Nominee is an "interested person" of the Fund and CII within the meaning of
the Investment Company Act of 1940.
3
<PAGE>
RUSSELL H. JONES, 52, Vice President and Treasurer, Kaman Corporation
(helicopters and aircraft components, scientific research, industrial products
and services); Corporator, Hartford Seminary; Trustee and Senior Fellow,
American Leadership Forum; previously Vice President, Kaman Corporation.
PAUL J. MCDONALD, 53, 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;
Regional Director-Western Massachusetts, Bank of Boston; previously Executive
Vice President, Finance and Chief Financial Officer, Friendly Ice Cream
Corporation.
ARTHUR C. REEDS, III*, 52, President, 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.; Executive Vice President, Connecticut General
Life Insurance Company. Mr. Reeds is also an officer or director of various
other entities which are subsidiaries or affiliates of CIGNA; previously
Managing Director-Division Head, CII.
- ------------
* Nominee is an "interested person" of the Fund and CII within the meaning of
the Investment Company Act of 1940.
4
<PAGE>
No officer of the Fund and no Trustee of the Fund received any
remuneration from the Fund during 1996 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
1996 from the Fund in the aggregate amount of $30,600. 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. These
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 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 1996:
<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 (C)
- ----------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
R. Bruce Albro, Trustee, $ 0 $ - $ - $ 0
Chairman and President............
Hugh R. Beath, Trustee(a)........... 10,200 - - 25,600
Russell H. Jones, Trustee........... 10,200 - - 25,600
Paul J. McDonald, Trustee(b)........ 10,200 - - 25,600
Arthur C. Reeds, III, Trustee....... 0 - - 0
------------ -------- --------- --------
$ 30,600 $ - $ - $ 76,800
------------ -------- --------- --------
------------ -------- --------- --------
</TABLE>
- ---------------
(a) All of Mr. Beath's 1996 compensation was deferred under a plan for all
CIGNA funds in which he had an aggregate balance of $135,139 as of
December 31, 1996.
(b) All of Mr. McDonald's 1996 compensation was deferred under a plan for all
CIGNA funds in which he had an aggregate balance of $43,898 as of
December 31, 1996.
(c) There were four (4) investment companies other than the Fund in the CIGNA
fund complex.
The Board of Trustees held four Board meetings during 1996. 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:
5
<PAGE>
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 two meetings in
1996. 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 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
1996. 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 1996. 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, 1997. Shareholders are asked to ratify the selection of
independent accountants at the meeting.
6
<PAGE>
For the fiscal year ended December 31, 1996, 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.
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 25, 1997, the Investment Advisory
Agreement was continued for the period ending August 10, 1998 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, 1650 Market Street,
Philadelphia, Pennsylvania 19192.
7
<PAGE>
BROKERAGE COMMISSIONS PAID TO AFFILIATED BROKER-DEALERS
Sanford C. Bernstein & Co., Inc. ("Sanford Bernstein"), 767 Fifth
Avenue, New York, NY 10153, reported that as of December 31, 1996 it held
6,067,405 shares, or 8.1%, 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 3,078,935, and sole dispositive power as
to 6,067,405, of these shares. During 1996, the Fund paid no brokerage
commissions to Sanford Bernstein. During a portion of 1996, FMR Corp. owned in
excess of 5% of the outstanding common stock of CIGNA. During 1996, the Fund
paid no brokerage commissions to 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, 1996, executive officers of the Fund owned beneficially less than 1% of the
shares of the Fund and of CIGNA.
ALFRED A. BINGHAM III, 52, 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; previously Vice President and Treasurer, CIGNA Funds Group
(n/k/a AIM Funds Group); Senior Vice President and Treasurer, CII.
ALAN C. PETERSEN, 46, Managing Director, CII; Vice President, CIGNA High
Income Shares.
JEFFREY S. WINER, 39, 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 Attorney,
CIGNA; Associate, Tarlow, Levy, Harding & Droney (private law firm).
8
<PAGE>
OTHER BUSINESS
SHAREHOLDER PROPOSALS FOR 1998
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 1998 annual meeting
must be received by management of the Fund prior to November 9, 1997.
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/ Jeff S. Winer
Jeffrey S. Winer
Secretary
Waltham, Massachusetts
March 10, 1997
9
<PAGE>
CIGNA HIGH INCOME SHARES
THIS PROXY IS SOLICITED BY THE BOARD OF TRUSTEES
The undersigned hereby appoints R. Bruce Albro 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 CIGNA
High Income Shares (the "Fund"), on Tuesday, April 29, 1997 at 1:30 p.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 Trustees recommend that you
vote "FOR" each of the proposals. As to any other matter, or if any nominee for
the office of Trustee is not available for election, said proxies shall vote in
accordance with their best judgment.
----------------------------------------------------------------------
PLEASE VOTE, DATE, AND SIGN ON REVERSE AND RETURN PROMPTLY
USING 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, and where more than one name appears,
a majority must sign. If a corporation, this signature should be that of an
authorized officer who should state his or her title.
- -------------------------------------------------------------------------------
HAS YOUR ADDRESS CHANGED? DO YOU HAVE ANY COMMENTS?
- ----------------------------------- ---------------------------------------
- ----------------------------------- ---------------------------------------
- ----------------------------------- ---------------------------------------
<PAGE>
[X] PLEASE MARK VOTES
AS IN THIS EXAMPLE
- ---------------------------
CIGNA
HIGH INCOME SHARES
- ---------------------------
1) Election of Trustees.
With- For all
Messrs. For hold Except
Albro, Beath, Jones, McDonald and Reeds [_] [_] [_]
If you do not wish your shares voted "For" a particular nominee, mark the
"For All Except" box and strike a line through the nominee's name. Your
shares will be voted for the remaining nominee(s).
2) Ratification of the selection of Price For Against Abstain
Waterhouse LLP as independent accountants [_] [_] [_]
for the Fund for fiscal year 1997.
3) In their discretion upon such other matters as may properly come before the
meeting.
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.
----------------------------
Please be sure to sign and date this Proxy. Date
- ------------------------------------------------------------------------------
- ----Shareholder sign here-----------------Co-owner sign here------------------
Mark box at right if an address change or comment has been
noted on the reverse side of this card. [_]
RECORD DATE SHARES:
