CIGNA HIGH INCOME SHARES

Worcester, Massachusetts
March 15, 2002

To Our Shareholders:

The Annual Meeting of Shareholders of CIGNA High Income Shares will be
held at The Colony Club, Baystate West, 1500 Main Street, Springfield,
Massachusetts 01115 on Tuesday, April 30, 2002 at 11:30 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 CIGNA High Income Shares for the year ended December
31, 2001 has previously been mailed to you.

Sincerely,

/s/ Richard H. Forde
RICHARD H. FORDE
Chairman of the Board

- --------------------------------------------------------------------------------
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.
- --------------------------------------------------------------------------------

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, Baystate West, 1500 Main Street,
Springfield, Massachusetts 01115 on Tuesday, April 30, 2002 at 11:30 a.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 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 11, 2002 are entitled to vote at the meeting.

/s/ Jeffrey S. Winer
Jeffrey S. Winer
Secretary

Worcester, Massachusetts
March 15, 2002

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, 1500
Main Street, Springfield, Massachusetts 01115 on Tuesday, April 30, 2002 at
11:30 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 in the proxy. 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 election of Trustees.

The Board of Trustees recommends a vote FOR the election of Trustees. If
no specification is made, the proxy will be voted FOR the election of Trustees
as listed 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. 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.

At the close of business on March 11, 2002, the record date for the
determination of shareholders entitled to vote at the meeting, there were
53,307,713.775 outstanding 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, 2002 to shareholders
of record on the record date.

The principal executive offices of the Fund are located at (and its
mailing address is) 100 Front Street, Suite 300, Worcester, Massachusetts
01608.

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 c/o
TimesSquare Capital Management, Inc., 280 Trumbull Street, H18E, Hartford, CT
06103, 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 Ms.
Marnie Wagstaff Mueller and Messrs. Richard H. Forde, Russell H. Jones, Paul J.
McDonald and Farhan Sharaff. Each of the nominees other than Mr. Sahraff is
currently serving on the Board of Trustees. Shareholders are asked to elect Ms.
Mueller and Messrs. Forde, Jones, McDonald and Sharaff as Trustees of the Fund,
each to hold office until the next Annual Meeting of Shareholders or until the
election and qualification of his or her successor.

Each of the Trustees of the Fund other than Mr. Sharaff also serves as a
Director of CIGNA Investment Securities, Inc. ("CIS"). TimesSquare Capital
Management, Inc. ("TimesSquare"), an indirect, wholly owned subsidiary of
CIGNA, serves as investment adviser to both the Fund and CIS. CIS will hold an
annual meeting on April 30, 2002, at which shareholders will be asked to elect
Ms. Mueller and Messrs. Forde, Jones, McDonald and Sharaff 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.

Messrs. Jones and McDonald were first elected to the Board in 1995. Mr.
Forde was appointed to the Board in 1998. Ms. Mueller was appointed to the
Board in 2001. Mr. Sharaff is not currently a member of the Board. Messrs.
Forde, Jones and McDonald were last elected by shareholders on April 23, 2001.

The following table sets forth the number of shares of the Fund and shares
of all mutual funds in the CIGNA family of mutual funds beneficially owned by
those nominees who served on the Board of Trustees during 2001 and by the
Fund's Trustees and officers as a group. The information provided is as of
December 31, 2001. As of December 31, 2001, 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.

Nominees who are not Dollar Range of Aggregate Dollar Range of Equity Securities
"interested persons" Equity Securities in All Funds Overseen or to be Overseen by
of the Fund in the Fund Trustee in Family of Investment Companies
- ------------------------- ------------------- ---------------------------------------------

Russell H. Jones $1-$10,000 $10,001--$50,000
Paul J. McDonald $1-$10,000 $10,001--$50,000
Marnie Wagstaff Mueller None None

Nominees who are Dollar Range of Aggregate Dollar Range of Equity Securities
"interested persons" Equity Securities in All Funds Overseen or to be Overseen by
of the Fund in the Fund Trustee in Family of Investment Companies
- ---------------------- ------------------- --------------------------------------------

Richard H. Forde $1-$10,000 $1-$10,000
Farhan Sharaff None None

Neither Russell Jones, Paul McDonald nor Marnie Mueller or any of their
immediate family members own any securities issued by CIGNA Corporation.

Section 16(a) Beneficial Owner Reporting Compliance

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 ("10% shareholders"), 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 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 10% shareholders were
satisfied.

The following tables show information for each nominee, including age,
present position, principal occupation or employment during the last five
years, principal affiliations, including any directorships presently held in
companies that have issued publicly-held securities and any material interest
in or relationship with TimesSquare 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 and CIGNA Variable Products Group, and as a Director of
CIGNA Investment Securities, Inc., except that Ms. Mueller and Mr. Forde are
not Trustees of CIGNA Variable Products Group, and except that Mr. Sharaff is a
Trustee of CIGNA Variable Products Group only.

Nominees who are not "interested persons" of the Fund

Number of Other
Term of Portfolios Directorships
Name, Position Office** and Principal in Fund Held by
Address* Held with Length of Occupation(s) Complex Trustee or
And Age Fund Time Served During Past 5 Years Overseen Nominee
- ------------------------------------------------------------------------------------------------

Russell H. Trustee Trustee Vice President (Investor 14 none
Jones since 1995 Relations, Public
57 Relations) and Treasurer,
Kaman Corporation
(helicopters and aircraft
components, industrial)
- ------------------------------------------------------------------------------------------------
Paul J. Trustee Trustee Special Advisor to Board 14 Director --
McDonald since 1995 of Directors, Friendly Ice Western
58 Cream Corporation Massachusetts
(family restaurants and Electric
dairy products); Company
previously, Senior
Executive Vice President
and Chief Financial
Officer, Friendly Ice
Cream Corporation
- ------------------------------------------------------------------------------------------------
Marnie Trustee Trustee Diocesan Consultant, 11 none
Wagstaff since 2001 Episcopal Diocese of
Mueller Connecticut; previously,
64 Visiting Professor of
Health Economics,
Wesleyan University

Nominees who are "interested persons" of the Fund, and Fund Officers

Number of Other
Term of Portfolios Directorships
Name, Position Office** and Principal in Fund Held by
Address* Held with Length of Occupation Complex Trustee or
And Age Fund Time Served During Past 5 Years Overseen Nominee
- ------------------------------------------------------------------------------------------------

Farhan -- Nominee, Chief Investment 3 Director of
Sharaff 51 not Officer, CIGNA various
currently a Corporation and subsidiaries
Trustee President, TimesSquare of CIGNA
Capital Management, Corporation
Inc.; previously, Chief
Investment Officer,
Zurich Scudder
Investments Ltd; Chief
Investment Officer of
Private Banking Group,
Citibank

Richard H. Chairman Trustee & Managing Director, 14 Director of
Forde 48 of the President CIGNA Retirement & various
Board of since 1998 Investment Services, Inc. subsidiaries
Trustees, and TimesSquare Capital of CIGNA
President Management, Inc. Corporation
- ------------------------------------------------------------------------------------------------
Alfred A. Vice Officer CIGNA Funds Treasurer; 14 --
Bingham, President Since 1979 Assistant Vice President,
III 57 and TimesSquare Capital
Treasurer Management, Inc.
- ------------------------------------------------------------------------------------------------
Jeffrey S. Vice Officer Senior Counsel, 14 --
Winer 44 President Since 1994 CIGNA Corporation
and
Secretary
- ------------------------------------------------------------------------------------------------

* All Trustees and officers have a mailing address c/o TimesSquare Capital
Management, Inc., 280 Trumbull Street, H16C, Hartford, CT 06103.
** Each Trustee's term of office will be until the next annual meeting of
shareholders or until the election of the Trustee's successor.

No officer of the Fund and no Trustee of the Fund who received any
remuneration from the Fund during 2001 was serving as a director, officer or
employee of TimesSquare, CIGNA or any of its subsidiaries. The other current
Trustees, taken as a group, were paid or accrued Trustee fees for 2001 from the
Fund in the aggregate amount of $27,300. Under current compensation
arrangements, these Trustees will be entitled to receive from the Fund an
annual retainer of $7,100 plus a fee of $400 for each Board meeting attended
and $400 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 $400 Board meeting fee, and a $400 Committee meeting fee
from CIGNA Variable Products Group, an annual retainer of $4,000, a $800 Board
meeting fee and $800 Committee meeting fee from CIGNA Funds Group, and an
annual retainer of $5,100, a $400 Board meeting fee, and a $400 Committee
meeting fee from CIGNA 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 and CIGNA Variable Products
Group, and CIGNA 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 the compensation paid by the Fund and by
the CIGNA fund complex to Trustees in 2001:

Total
Compensation
from Fund
and CIGNA
Fund
Aggregate Complex
Name of Person, Compensation Paid to
Position with Fund from Fund Trustees (f)
------------------ ------------ ------------

Hugh R. Beath, Trustee (a) ............................... $ 9,100 $28,200
Richard H. Forde President, Chairman and Trustee ......... 0 0
Russell H. Jones, Trustee (b) ............................ 9,100 28,200
Thomas C. Jones, Trustee (c) ............................. 0 0
Paul J. McDonald, Trustee (d) ............................ 9,100 28,200
Marnie Wagstaff Mueller, Trustee (e) ..................... 0 0
------- -------
$27,300 $84,600
======= =======

- ------
(a) All but $5,239 of Mr. Beath's 2001 compensation was deferred under a plan
for all CIGNA funds in which he had an aggregate balance of $299,232 as of
December 31, 2001. Mr. Beath retired from the Board in 2001.
(b) All but $5,239 of Mr. Jones' 2001 compensation was deferred under a plan
for all CIGNA funds in which he had an aggregate balance of $22,462 as of
December 31, 2001.
(c) Mr. T. Jones retired from CIGNA and resigned from the Board in March 2002.
(d) Mr. McDonald's balance in the CIGNA funds deferred compensation plan was
$135,401 as of December 31, 2001.
(e) Ms. Mueller was appointed to the Board in October 2002.
(f) There were three investment companies other than the Fund in the CIGNA fund
complex.

The Board of Trustees held five Board meetings during 2001. 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 makes recommendations to the full Board as to the firm
of independent accountants to be selected, reviews the methods, scope and
results of audits and fees charged by such independent accountants, and reviews
the Fund's internal accounting procedures and controls.

The Fund has an Audit Committee comprised of only "Independent Trustees"
(as defined in the regulations of the New York Stock Exchange ("NYSE") of the
Fund, who are also not "interested persons" (as defined in the Investment
Company Act of 1940) of the Fund. The Audit Committee reviews the process for
preparing and reviewing financial statements and other audit-related matters as
they arise throughout the year. The Audit Committee makes recommendations to
the full Board as to the firm of independent accountants to be selected. In
making its recommendations, the Audit Committee reviews the nature and scope of
the services to be provided.

In discharging its oversight responsibility as to the audit process, the
Audit Committee discussed with management the process for preparation and
review of the audited financial statements for the last fiscal year. The Audit
Committee also reviewed the non-audit services to be provided by the
independent accountants of the Fund. The independent accountants,
PricewaterhouseCoopers LLP (PWC), discussed with the Board the matters required
to be discussed by Statement on Auditing Standards No. 61. In addition, the
Audit Committee obtained from the independent accountants a formal written
statement consistent with Independence Standards Board Standard No. 1,
"Independence Discussions with Audit Committees," describing all relationships
between the independent accountants and the Fund that might bear on the
independent accountants' independence. The Audit Committee also discussed with
the independent accountants any relationships that may impact their objectivity
and independence and satisfied itself as to the independent accountants'
independence. The Board also reviewed the fees charged by such independent
accountants for the various services provided and reviewed the Fund's internal
accounting procedures and controls.

For the fiscal year ended December 31, 2001, PWC 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.

PWC also serves as independent accountants for CIGNA Investment
Securities, Inc. and for each of the series of shares of CIGNA Funds Group and
CIGNA Variable Products Group and performs services for all such entities
similar to the services performed for the Fund. PWC also serves as independent
accountants for CIGNA.

Representatives of PWC may attend the meeting and be provided an
opportunity to make a statement and to respond to questions from shareholders.

FEES PAID TO INDEPENDENT ACCOUNTANTS FOR AUDIT SERVICES

For the audit of the Fund's annual financial statements for the fiscal
year ended December 31, 2001, included in the Fund's annual report to
shareholders for that fiscal year, the Fund paid or accrued $35,000 to PWC.

FINANCIAL INFORMATION SYSTEMS DESIGN AND IMPLEMENTATION FEES

For the fiscal year ended December 31, 2001, the Fund, TimesSquare, and
entities controlling, controlled by or under common control with TimesSquare
which provide services to the Fund did not pay or accrue any fees for financial
information systems design and implementation services by PWC.

OTHER NON/AUDIT, NON/SYSTEMS SERVICES

For the fiscal year ended December 31, 2001, the Fund, TimesSquare, and
entities controlling, controlled by or under common control with TimesSquare
which provide services to the Fund paid or accrued aggregate fees of
approximately $108,800 in audit fees, and $328,250 for other services provided
by PWC. The Audit Committee has

determined that the provision of the services described above is compatible
with maintaining the independence of PWC.

The Board of Trustees has adopted a written charter which sets forth the
Audit Committee's structure, duties and powers, and methods of operation which
is attached hereto as Appendix A. Each member of the Audit Committee must be
financially literate and at least one member must have prior accounting
experience or related financial management expertise. The Board of Trustees has
determined, in accordance with applicable regulations of the NYSE, that each
member of the Audit Committee is financially literate and has prior accounting
experience or related financial management expertise. The current members of
the Audit Committee are Ms. Mueller and Messrs. Jones and McDonald
(Chairperson). (Mr. Beath was also a member of the Audit, Nominating and
Contracts Committees during 2001 before his retirement.) All members of the
Audit Committee meet the independence standards of the NYSE listing standards.

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 TimesSquare information it deems necessary to evaluate
the terms of the investment advisory agreement and any changes or amendments to
or replacements of the agreement. The Committee held one meeting in 2001. The
current members of the Committee are Ms. Mueller and Jones (Chairperson) 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 two meetings in 2001. The current
members of the Committee are Ms. Mueller (Chairperson) and Messrs. Jones and
McDonald, none of whom are interested persons of the Fund.

Required Vote

Each nominee for Trustee must be elected by a plurality of the shares of
the Fund voted at the meeting.

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

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 the Proposal under the caption "Nominees". The
executive officers are elected annually by the Board of Trustees. As of
December 31, 2001, executive officers of the Fund owned beneficially less than
1% of the shares of the Fund and of CIGNA.

ALFRED A. BINGHAM III, 57, Vice President and Treasurer, CIGNA Funds
Group, CIGNA Variable Products Group, CIGNA High Income Shares and CIGNA
Investment Securities, Inc.; Assistant Vice President, TimesSquare.

JEFFREY S. WINER, 44, Senior Counsel, CIGNA; Vice President and Secretary,
CIGNA Funds Group, CIGNA Variable Products Group, CIGNA High Income Shares and
CIGNA Investment Securities, Inc.; previously Counsel, CIGNA.

OTHER BUSINESS

Shareholder Proposals for 2003

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 2003 annual meeting must
be received by management of the Fund prior to November 13, 2002. Shareholder
proposals not included in the proxy material may be presented from the floor at
the annual meeting only if the shareholder notifies the Fund as to the
proposal's nature and certain additional information by January 21, 2003.

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 under the proxies.

/s/ Jeffrey S. Winer
Jeffrey S. Winer
Secretary

Worcester, Massachusetts
March 15, 2002

APPENDIX A
CIGNA HIGH INCOME SHARES
AUDIT COMMITTEE CHARTER

1. The Audit Committee shall be composed entirely of Trustees/Directors who are
not "interested persons" of the Fund within the meaning of Section 2(a)(19)
of the Investment Company Act of 1940, as amended. In addition, so long as
the Fund's shares are listed on the New York Stock Exchange (the NYSE"),
the composition of the Audit Committee shall meet such other requirements
as shall be imposed from time to time by the NYSE.

2. The purposes of the Audit Committee are:

(a) to oversee the Fund's accounting and financial reporting policies and
practices, its internal controls and, as appropriate, the internal
controls of one or more service providers;

(b) to oversee the quality and objectivity of the Fund's financial
statements and the independent audit thereof; and

(c) to act as a liaison between the Fund's independent accountants and the
full Board of Trustees/Directors (the "Board").

3. The function of the Audit Committee is to assure itself and the Board of the
integrity of financial information and controls maintained in accordance
with contracts, prospectuses and regulations. Management's responsibility
is to maintain appropriate systems for accounting and internal control. The
independent accountant's responsibility is to plan and carry out a proper
audit. The independent accountant's ultimate accountability is to the Audit
Committee and to the Board, which has the ultimate authority and
responsibility regarding the evaluation, appointment and, when appropriate,
the termination of the Fund's independent accountants.

4. The Audit Committee shall have the following duties and powers:

(a) to recommend the selection, retention or termination of accountants and,
in connection therewith, to otherwise evaluate the independence of the
accountants, including whether the accountants provide any consulting
services to the manager and to request an annual representation from the
accountant of its independence from management;

(b) to meet with the Fund's independent accountants, including private
meetings, as necessary (i) to review the arrangements for and scope of the
annual audit and any special audits; (ii) to discuss any matters of
concern relating to the Fund's financial statements, including any
adjustments to such statements recommended by the accountants, or other
results of said audit(s); (iii) to consider the accountants' comments with
respect to the Fund's financial policies, procedures and internal
accounting controls and management's responses thereto; and (iv) to review
the form of opinion the accountants propose to render to the Board and
shareholders;

A-1

(c) to consider the effect upon the Fund of any changes in accounting
principles or practices proposed by management or the accountants;

(d) to review the fees charged by the accountants for audit and non-audit
services;

(e) to investigate improprieties or suspected improprieties in fund
operations;

(f) to review any non-audit services to the Fund by its independent
accountants;

(g) to review the working relationship between the Fund's management and the
independent accountants;

(h) to review and discuss the Fund's audited financial statements with the
Fund's management;

(i) to report its activities to the Board on a regular basis, based on the
Committee's review and discussions with management and with the
independent accountants to make a recommendation to the Board as to
whether the Fund's audited financial statements should be included in the
Fund's annual report to shareholders and to make such other
recommendations with respect to the above and other matters as the
Committee may deem necessary or appropriate; and

(j) to prepare any audit committee report required to be included in a Fund
proxy statement.

5. The Committee shall meet at least annually and is empowered to hold special
meetings as circumstances require.

6. The Committee shall regularly meet with the Fund's Treasurer and internal
accountants for the management company and shall have the right of access
to the Fund's Treasurer, other officers and independent accountants.

7. The Committee shall require the independent accountants to provide the
Committee with an annual report regarding the independent accountants'
independence, which report shall include, but not be limited to, a formal
written statement setting forth all relationships between the independent
accountants and (a) the Fund or any of its officers or directors or (b) the
Fund's investment adviser(s). The Committee shall discuss such reports with
the independent accountants, and if necessary in the judgment of the
Committee, the Committee shall recommend that the Board take appropriate
action to ensure the independence of the independent accountants or replace
the independent accountants.

8. The Committee shall have the resources and authority appropriate to
discharge its responsibilities, including the authority to retain special
counsel and other experts or consultants at the Fund's expense.

9. The Committee shall review this Charter at least annually and recommend any
changes to the full Board.

A-2

[CIGNA Logo]

CIGNA HIGH INCOME SHARES

THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS

The undersigned shareholder 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 CIGNA High Income Shares (the "Fund"), on Tuesday, April 30,
2002 at 11:30 a.m., Eastern Time, at The Colony Club, 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 the meeting. The Directors recommend that you
vote "FOR" each of the proposals. As to any other matter, the 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?

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

- --- Please mark
/X/ votes as in
- --- this example.
_________________________________________

CIGNA HIGH INCOME SHARES, INC.
_________________________________________
1. Election of Trustees. 2. In their discretion upon such other FOR AGAINST ABSTAIN
(01) Ms. Mueller (02) Mr. Forde matters as may properly come before __ __ __
(03) Mr. Jones (04) Mr. McDonald and (05) Mr. Sharaff the meeting. |__| |__| |__|

__ __
FOR | | | | WITHHELD
ALL | | | | FROM ALL This proxy will be voted as specified. If no specification is made,
NOMINEES |__| |__| NOMINEES the proxy will be voted in favor of the proposals shown on this
proxy card.
__
| |
| |
|__| ______________________________________
For all nominees except as noted above __
Mark box at right if an address change or comment has been | |
noted on the reverse side of this card. |__|

Please be sure to sign and date this Proxy.

Signature: ___________________ Date: ____________________ Signature: _________________________ Date: ______________________