SCHEDULE 14A INFORMATION
 
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES EXCHANGE ACT OF 1934
                               (AMENDMENT NO.  )
 
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[_] Soliciting Material Pursuant to (S)240.14a-11(c) or (S)240.14a-12
 

 
                        INA INVESTMENT SECURITIES, INC.
    ------------------------------------------------------------------------
                (Name of Registrant as Specified In Its Charter)
 
 
                                Not Applicable
    ------------------------------------------------------------------------
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Notes:


 
                        INA INVESTMENT SECURITIES, INC.




 
                                                      Philadelphia, Pennsylvania
                                                                  March 15, 1996
 
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, 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 INA Investment Securities, Inc. 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.
 
- --------------------------------------------------------------------------------

 
                        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, April 30, 1996 at 2:00
p.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 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
 
Philadelphia, Pennsylvania
March 15, 1996

 
                                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, 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 Directors recommends a vote FOR the election of Directors 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 Directors
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 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, 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
4,792,215 outstanding shares and 4,791,733 eligible voting shares. 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
March 15, 1996 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 AND THE MOST RECENT SEMI-ANNUAL REPORT SUCCEEDING 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. 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
Directors. Shareholders are asked to elect Messrs. Albro, Beath, Jones,
McDonald and Reeds 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 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 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. 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.
 
                                       2

 
  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 1995, nominees for the Board, and by the Fund's Directors 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 Directors. As of December 31, 1995, 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...................................................   0   6,653(1)
Hugh R. Beath....................................................   0       0
Nathaniel S. Howe................................................   0       0
Russell H. Jones.................................................   0       0
Worth Loomis.....................................................   0       0
Paul J. McDonald.................................................   0       0
Arthur C. Reeds, III.............................................   0  82,540(1)
Directors and Officers As a Group................................   0  89,193(1)

- ---------
(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 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 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 Director of
the Fund, and as a Trustee of CIGNA Funds Group (formerly known as CIGNA
Annuity Funds Group), CIGNA Institutional Funds Group, CIGNA Variable Products
Group and CIGNA High Income Shares.
 
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
 
                                       3

 
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 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 and Managing Director--
Division Head, CIGNA Portfolio Advisers, a division of CII.
 
  No officer of the Fund and no Director 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 Directors, taken as a group, were paid or accrued Director fees for
1995 from the Fund in the aggregate amount of $24,500. 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 Directors 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
- ---------
* Nominee is an "interested person" of the Fund and CII within the meaning of
the Investment Company Act of 1940.
 
                                       4

 
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 CIGNA High
Income Shares 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 Directors in 1995:
 


                                             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 DIRECTORS (E)
      ------------------        ------------ ---------- ---------- -------------
                                                       
R. Bruce Albro, Director,
 Chairman and President.......    $   --        $--        $--        $   --
Hugh R. Beath, Director (a)...      7,200        --         --         21,800
Nathaniel S. Howe, Director
 (b)..........................      3,900        --         --         12,300
Russell H. Jones, Director....      4,750        --         --         13,150
Worth Loomis, Director (c)....      3,900        --         --         12,300
Paul J. McDonald Director (d).      4,750        --         --         13,150
Arthur C. Reeds III, Director.        --         --         --            --
                                  -------       ----       ----       -------
                                  $24,500       $--        $--        $72,700
                                  =======       ====       ====       =======

- ---------
(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 Director as of April 25, 1995.
(c) Mr. Loomis retired as a Director 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 Directors held four Board meetings during 1995. 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
 
                                       5

 
the results of its work to the Board of Directors 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 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 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 Directors.
No policy or procedure has been established as to the recommendation of
Director 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 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 Price Waterhouse 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, 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.
 
                                       6

 
  Price Waterhouse 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.
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 DIRECTORS 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 April 30, 1997 with
respect to the Fund by the affirmative vote of the Board of Directors of the
Fund, including a majority of the Directors 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 Directors 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
 
                                       7

 
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 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 Directors. 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.
 
  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).
 
                                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
 
                                       8

 
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
 
Philadelphia, Pennsylvania
March 15, 1996
 
                                       9