SCHEDULE 14A
                                 (Rule 14a-101)
                     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 INVESTMENT SECURITIES
                           ---------------------------
                (Name of Registrant as Specified In Its Charter)

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

Payment of Filing Fee (Check the appropriate box):

[X] No fee required.

[ ] Fee computed on table below per Exchange Act Rules 14a6(i)(1) and 0-11.

    1)   Title of each class of securities to which transaction applies:

    2)   Aggregate number of securities to which transaction applies:

    3)   Per unit price or other underlying value of transaction computed
         pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
         filing fee is calculated and state how it was determined):

    4)   Proposed maximum aggregate value of transaction:

    5)   Total fee paid:

[ ] Fee paid previously with preliminary materials:

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

    1) Amount Previously Paid:__________________________________________________

    2) Form, Schedule or Registration Statement No.:____________________________

    3) Filing Party:____________________________________________________________

    4) Date Filed:______________________________________________________________



                          CIGNA INVESTMENT SECURITIES

                                                           Newton, Massachusetts
                                                                 March 22, 2004

To Our Shareholders:

     You are cordially invited to attend the Annual Meeting of Shareholders of
CIGNA Investment Securities (the "Fund"), to be held at the Sheraton
Springfield at Monarch Place, One Monarch Place, Springfield, Massachusetts
01144 on Tuesday, April 27, 2004 at 12:00 p.m., Eastern Time. Formal notice of
the meeting appears on the next page and is followed by the proxy statement.

     Shareholders are being asked to consider and approve the election of
trustees.

     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 Investment Securities for the year ended
December 31, 2003 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 INVESTMENT SECURITIES

                   NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

To Shareholders of CIGNA Investment Securities:

     The Annual Meeting of Shareholders of CIGNA Investment Securities (the
"Fund") will be held at the Sheraton Springfield at Monarch Place, One Monarch
Place, Springfield, Massachusetts 01144 on Tuesday, April 27, 2004 at 12:00
p.m., Eastern Time, for the following purposes:

   (1) To elect six 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 4, 2004 are entitled to vote at the meeting.

     Your vote is important, even if you don't own many shares. Please
complete, sign and return the enclosed proxy/voting instruction card.

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

Newton, Massachusetts
March 22, 2004


                                PROXY STATEMENT

                       ANNUAL MEETING OF SHAREHOLDERS OF
                          CIGNA INVESTMENT SECURITIES

     This proxy statement is furnished in connection with the solicitation of
proxies by the Trustees of CIGNA Investment Securities (the "Fund") for use at
the Annual Meeting of Shareholders of the Fund to be held at the Sheraton
Springfield at Monarch Place, One Monarch Place, Springfield, Massachusetts
01144 on Tuesday, April 27, 2004 at 12:00 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 in the proxy. Thirty
percent 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. 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 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.
The Fund has also retained a proxy solicitor, The Altman Group, Inc., to assist
in the solicitation of proxies. The costs of retaining this firm, which will be
fully borne by the Fund, are not expected to exceed $3,500.

     The Fund has agreed to indemnify and hold the solicitation firm harmless
against any liability incurred in connection with the solicitation of proxies,
unless the liability results from the firm's negligence or misconduct. The
agreement between the Fund and the

                                       2


solicitation firm will terminate upon conclusion of the shareholder meeting or
any adjournments of the meeting.

     In the event a quorum is not present at the meeting, or in the event
sufficient votes to approve the proposal are not received, even though a quorum
is present at the meeting, the persons named as proxies may propose one or more
adjournments of the meeting to permit further solicitation of proxies, provided
that such persons determine such an adjournment and additional solicitation are
reasonable and in the interests of shareholders of the Fund. Any such
adjournment will require the affirmative vote of a majority of those shares
present at the meeting in person or by proxy.

     At the close of business on March 4, 2004, the record date for the
determination of shareholders entitled to vote at the meeting, there were
4,792,215 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 29, 2004 to shareholders of
record on the record date.

     The principal executive offices of the Fund are located at (and its
mailing address is) 3 Newton Executive Park, Suite 200, Newton, Massachusetts
02462.

     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 ONE

                             ELECTION OF TRUSTEES

     At the meeting, six Trustees are to be elected by the shareholders of the
Fund. The Board of Trustees has nominated and recommends the election of Ms.
Carol Ann Hayes, Ms. Marnie Wagstaff Mueller, and Messrs. Richard H. Forde,
Russell H. Jones, David P. Marks and Paul J. McDonald. Each of the nominees is
currently serving on the Board of Trustees. Shareholders are asked to elect Ms.
Hayes, Ms. Mueller, and Messrs. Forde, Jones, Marks and McDonald 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 also serves as a Trustee of CIGNA High
Income Shares ("CHIS"). TimesSquare Capital Management, Inc. ("TimesSquare"),
an indirect, wholly owned subsidiary of CIGNA, serves as investment adviser to
both the Fund and CHIS. CIGNA is considering a sale of TimesSquare. CHIS will
hold an annual meeting on April 27, 2004, at which shareholders will be asked
to elect Ms. Hayes, Ms. Mueller, and Messrs. Forde, Jones, Marks and McDonald
as Trustees. Ms. Hayes, Ms. Mueller and Messrs. Forde, Jones, Marks and
McDonald were last elected by shareholders on April 29, 2003.

     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

                                       3


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.

     The following table sets forth the dollar range of shares of the Fund and
shares of all funds in the CIGNA family of funds beneficially owned by the
nominees. The information provided is as of December 31, 2003. As of December
31, 2003, 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.



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
- ------------------------- ------------------- --------------------------------------------
                                        
Carol Ann Hayes           $1-$10,000          $1-$10,000
Russell H. Jones          $10,001-$50,000     $10,001-$50,000
Paul J. McDonald          $1-$10,000          $10,001-$50,000
Marnie Wagstaff Mueller   $1-$10,000          $1-$10,000




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
David P. Marks         None                $1-$10,000


     Based on information furnished by each independent Trustee as of December
31, 2003, neither Russell Jones, Paul McDonald, Carol Ann Hayes, Marnie
Wagstaff Mueller nor any of their immediate family members owned any securities
issued by CIGNA Corporation or its affiliates as of that date.

                                       4


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, CIGNA Variable Products Group, and of CIGNA High
Income Shares.

                                       5


          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
- -----------------------------------------------------------------------------------------------
                                                                   
Carol Ann    Trustee     Trustee        Director and Head of         14           Reed &
Hayes                    Since 2003     Audit Committee, Reed &                   Barton
59                                      Barton Corporation                        Corporation
                                        (silversmith company)
- -----------------------------------------------------------------------------------------------
Russell H.   Trustee     Trustee        Senior Vice President        14           none
Jones                    Since 1995     (Investor Relations, Public
59                                      Relations), Chief
                                        Investment Officer and
                                        Treasurer, Kaman
                                        Corporation (helicopters
                                        and aircraft components,
                                        industrial distribution)
- -----------------------------------------------------------------------------------------------
Paul J.      Trustee     Trustee        Special Advisor to Board     14           Western
McDonald                 since 1995     of Directors, Friendly Ice                Massachusetts
60                                      Cream Corporation                         Electric
                                        (family restaurants and                   Company
                                        dairy products);
                                        previously, Senior
                                        Executive Vice President
                                        and Chief Financial
                                        Officer, Friendly Ice
                                        Cream Corporation
- -----------------------------------------------------------------------------------------------
Marnie       Trustee     Trustee        Diocesan Consultant,         14           Boston
Wagstaff                 since 2001     Episcopal Diocese of                      Mutual Life
Mueller                                 Connecticut; previously,                  Insurance
67                                      visiting Professor of                     Company
                                        Health Economics,
                                        Wesleyan University


                                       6


  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(s)               Complex      Trustee or
and Age      Fund        Time Served    During Past 5 Years         Overseen     Nominee
- -----------------------------------------------------------------------------------------------
                                                                  
David P.     Trustee     Trustee        Chief Investment            14           Director of
Marks                    since 2002     Officer, CIGNA                           various
57                                      Retirement & Investment                  subsidiaries
                                        Services and Chairman of                 of CIGNA
                                        the Board, TimesSquare                   Corporation
                                        Capital Management,
                                        Inc.; previously, Partner,
                                        Green Mountain Partners
                                        (Buyout Firm); President
                                        and Chief Investment
                                        Officer, Allianz of
                                        America, Inc. (Investment
                                        Advisory Firm)
- -----------------------------------------------------------------------------------------------
Richard H.   Chairman    Trustee,       Managing Director,          14           Director of
Forde        of the      Chairman       CIGNA Retirement &                       various
50           Board of    and            Investment Services, Inc.                subsidiaries
             Trustees,   President      and TimesSquare Capital                  of CIGNA
             President   since 1998     Management, Inc.                         Corporation
- -----------------------------------------------------------------------------------------------
Alfred A.    Vice        Officer        Treasurer, CIGNA Funds;     14           --
Bingham      President   since 1979     Assistant Vice President,
III 59       and                        TimesSquare Capital
             Treasurer                  Management, Inc.
- -----------------------------------------------------------------------------------------------
Jeffrey S.   Vice        Officer        Senior Counsel,             14           --
Winer        President   since 1994     CIGNA Corporation
46           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 continue until the next annual meeting
     of shareholders or until the election of the Trustee's successor.

     No officer or Trustee of the Fund who received any remuneration from the
Fund during 2003 was serving as a director, officer or employee of TimesSquare
or CIGNA or any of its subsidiaries. The other current Trustees, taken as a
group, were paid or accrued Trustee fees for 2003 from the Fund in the
aggregate amount of $29,225. Under current compensation arrangements, each of
these Trustees will be entitled to receive from the Fund an annual retainer of
$5,100, plus a fee of $400 for each Board meeting attended and $400 for each
Committee meeting attended. Each Trustee will also be entitled to receive, as
compensation for his or her services as Trustee, an annual retainer of $2,000,
a $400 Board meeting fee, and a $400 Committee meeting fee from CIGNA Variable

                                       7


Products Group; an annual retainer of $4,000, an $800 Board meeting fee and
$800 Committee meeting fee from CIGNA Funds Group; and an annual retainer of
$7,100, a $400 Board meeting fee, and a $400 Committee meeting fee from CIGNA
High Income Shares. 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 High Income
Shares so that each entity pays an amount based on its net assets as a
percentage of the aggregate net assets of such entities.

     The following table sets forth the compensation paid by the Fund and by
the CIGNA Fund complex to Trustees in 2003:



                                                                               Total
                                                                            Compensation
                                                                             from Fund
                                                                             and CIGNA
                                                                                Fund
                                                               Aggregate      Complex
 Name of Person,                                             Compensation     Paid to
Position with Fund                                             from Fund    Trustees (c)
- ----------------------------------------------------------- -------------- -------------
                                                                        
Richard H. Forde, President, Chairman and Trustee .........           0              0
Carol Ann Hayes, Trustee ..................................     $ 5,825       $ 23,650
Russell H. Jones, Trustee (a) .............................     $ 7,800       $ 32,100
David P. Marks, Trustee ...................................           0              0
Paul J. McDonald, Trustee (b) .............................     $ 7,800       $ 32,100
Marnie Wagstaff Mueller, Trustee ..........................     $ 7,800       $ 32,100
                                                                -------       --------
Totals ....................................................     $29,225       $119,950
                                                                =======       ========


- ---------
(a) All but $7,631 of Mr. Jones' 2003 compensation was deferred under a plan
    for all CIGNA Funds in which he had an aggregate balance of $80,041 as of
    December 31, 2003.
(b) Mr. McDonald's balance in the CIGNA Funds deferred compensation plan was
    $121,177 as of December 31, 2003.
(c) There were three investment companies other than the Fund in the CIGNA fund
    complex.

     The Board of Trustees held six Board meetings during 2003. 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 recently adopted a policy
that Trustees will ordinarily attend annual meetings of the Fund's shareholders.
At last year's meeting, which occured prior to the adoption of this policy, one
Trustee attended the meeting. The Board of Trustees has three standing
committees as follows:

Audit Committee

     The Fund has an Audit Committee comprised of only "Independent Trustees"
of the Fund (as defined in the regulations of the New York Stock Exchange)
("NYSE"), who are also not "interested persons" of the Fund (as defined in
Section 2(a)(19) of the Investment Company Act of 1940, as amended) (the "1940
Act"). The Audit Committee reviews the process for preparing and reviewing
financial statements and other audit-related matters

                                       8


as they arise throughout the year; 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
Committee held four meetings in 2003.

     In discharging its oversight responsibility as to the audit process, the
Audit Committee has reviewed and discussed with management the audited
financial statements for the last fiscal year. The Audit Committee discussed
with the independent accountants, PricewaterhouseCoopers LLP (PWC), 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 might impact
their objectivity and independence and satisfied itself as to the independent
accountants' independence. In addition, the Audit Committee reviewed the
non-audit services to be provided by the independent accountants of the Fund.
In reliance upon the reviews and discussions referred to above, the Audit
Committee recommended to the Board of Trustees that the audited financial
statements be included in the Fund's 2003 annual report to shareholders
required by Section 30(e) of the 1940 Act and Rule 30d-1 thereunder for filing
with the SEC.

Independent Accountants and Fees

     For the fiscal year ended December 31, 2003, 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 review of tax returns of the
Fund and providing tax planning advice. The Audit Committee has appointed PWC
as the Fund's independent accountants for the fiscal year ending December 31,
2004.

     PWC also serves as independent accountants for CIGNA High Income Shares
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 are not expected to attend the meeting, but have
been given the opportunity to make a statement if they so desire and will be
available should any matter arise requiring their presence.

AUDIT FEES

     For the audit of the Fund's annual financial statements for the fiscal
year ended December 31, 2002 and December 31, 2003, included in the Fund's
annual report to shareholders for those fiscal years, PWC billed the Fund
$30,000 and $34,200, respectively.

                                       9


AUDIT-RELATED FEES

     For the fiscal years ended December 31, 2002 and December 31, 2003, PWC
did not bill the Fund for any assurance or related services related to the
audit or review of the Fund's financial statements.

TAX FEES

     For the fiscal years ended December 31, 2002 and December 31, 2003, PWC
billed the Fund $5,275 and $5,900, respectively, for reviewing the Fund's
federal income tax and excise tax returns and reviewing excise distribution
estimate calculations.

ALL OTHER FEES

     For the fiscal years ended December 31, 2002 and December 31, 2003, PWC
did not bill the Fund for any other products and services, other than those
listed above.

     For the fiscal years ended December 31, 2002 and December 31, 2003, 100%
of the PWC fees described above under the captions "Audit-Related Fees", "Tax
Fees" and "All Other Fees" were approved by the Fund's Audit Committee pursuant
to 17 CFR 210.2-01(c)(7)(i)(C).

     The aggregate non-audit fees billed by PWC for services rendered to
TimesSquare Capital Management, Inc. ("TimesSquare"), the investment adviser to
the Fund and an indirect, wholly-owned subsidiary of CIGNA, and other entities
controlling, controlled by or under common control with TimesSquare that
provide ongoing services to the Fund for fiscal years ended December 31, 2002
and 2003, were $128,250 and $100,148, respectively.

     The Audit Committee has not developed pre-approval policies and procedures
relating to the provision of services to the Fund by the Fund's independent
accountants.

     For the fiscal years ended December 31, 2002 and December 31, 2003, PWC
did not bill any fees that were required to be approved by the Fund's Audit
Committee pursuant to 17 CFR 210.2-01(c)(7)(ii)(C).

     In considering PWC's independence, the Audit Committee has considered and
determined that the provision of non-audit services rendered to TimesSquare by
PWC that did not require Audit Committee pre-approval was compatible with
maintaining PWC's independence.

     The Board of Trustees has adopted a written charter which sets forth the
Audit Committee's structure, duties and powers, and methods of operation, a
copy of 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 that Mr.
McDonald has prior accounting experience or related financial management
expertise. The current members of the Audit Committee

                                       10


are Ms. Hayes, Ms. Mueller and Messrs. Jones and McDonald (Chairperson). All
members of the Audit Committee meet the independence standards as defined by
the NYSE Listing Company Manual in Sections 303.01(B)(2)(a) and (3) and
303A.06.

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 2003. The
current members of the Committee are Ms. Hayes, Ms. Mueller and Messrs. 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 and organization; nominates for consideration by the
shareholders or the Board candidates to serve as Trustees of the Fund;
supervises the nomination of Trustees of the Fund and establishes and maintains
policies regarding the selection of the nominees; and reviews periodically the
compensation of Trustees paid by the Fund and recommends to the Board such
adjustments therein as it deems appropriate. The Committee will consider
Trustee nominees recommended by shareholders in accordance with the procedures
set forth in the Nominating Committee Charter, a copy of which is attached as
Appendix B. The Committee held one meeting in 2003. The current members of the
Committee are Ms. Hayes, Ms. Mueller (Chairperson) and Messrs. Jones and
McDonald, none of whom are "interested persons" as defined in Section 2(a)(19)
of the 1940 Act.

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.

                         COMMUNICATIONS WITH THE BOARD

     Shareholders wishing to communicate with the Board may do so by sending a
written communication to any Trustee c/o TimesSquare Capital Management, Inc.,
280 Trumbull Street, H16C, Hartford, CT 06103. Any shareholder communication so
received will be promptly forwarded to the Trustee(s) to whom it is addressed.

                                       11


                            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 who are
"Interested Persons" of the Fund". The executive officers are elected annually
by the Board of Trustees. As of December 31, 2003, executive officers of the
Fund owned beneficially less than 1% of the shares of the Fund and of CIGNA.

     ALFRED A. BINGHAM III, 59, 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, 46, Vice President and Secretary, CIGNA Funds Group,
CIGNA Variable Products Group, CIGNA High Income Shares and CIGNA Investment
Securities, Inc.; Senior Counsel, CIGNA.

Largest Security Holders

     Each shareholder that filed a Schedule 13G as of March 4, 2004 indicating
that it beneficially owned more than 5% of the Fund's shares is listed below.
We prepared the list from the Schedules 13Gs filed with the Securities and
Exchange Commission.



Name and Address of                                       Amount and Nature of   Percent of
Beneficial Owner                                         Beneficial Ownership*     Class
- ----------------                                         ---------------------     -----
                                                                              
Financial & Investment Management Group, LTD. .........        377,250              8.00%
111 Cass Street
Traverse City, MI 49684

Deep Discount Advisors, Inc. ..........................        254,100              5.30%
Ron Olin Investment Management Company
One West Pack Square, Suite 777
Asheville, NC 28801


* Financial & Investment Management Group reported on Schedule 13G that it is
  an investment adviser, all shares are held in accounts of its clients, and
  that it has shared voting and dispositive power as to all these shares. It
  reported to the Securities and Exchange Commission that it acquired these
  shares in the ordinary course of business with no intention of influencing
  control of the Fund.

* Deep Discount Advisors and Ron Olin Investment Management Company reported on
  Schedule 13G that they have no voting or dispositive power as to these
  shares. They reported to the Securities and Exchange Commission that they
  acquired these shares in the ordinary course of business with no intention
  of influencing control of the Fund.

                                       12


                                OTHER BUSINESS

Shareholder Proposals for 2005

     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 2005 annual meeting must
be received by management of the Fund prior to November 20, 2004. 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 February 3, 2005.

     Management of the Fund has been notified by a shareholder of the Fund that
he intends to nominate four individuals to serve as trustees of the Fund. Those
individuals are not included in this proxy statement. 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

Newton, Massachusetts
March 22, 2004

                                       13





[CIGNA LOGO]






                                   APPENDIX A
                                   ----------

                                                   Adopted -- December 10, 2003

                                  CIGNA FUNDS

                            AUDIT COMMITTEE CHARTER

I.   Composition of the Audit Committee. The Audit Committee of each registered
     investment company advised by TimesSquare Capital Management, Inc. (each a
     "Fund") shall be comprised of at least three Trustees, each of whom shall
     have been determined by the Board of Trustees to have no material
     relationship that would interfere with the exercise of his or her
     independent judgment. No member of the Audit Committee may be an
     "interested person" of a Fund as defined in Section 2(a)(19) of the
     Investment Company Act of 1940, as amended (the "1940 Act"), nor shall any
     member receive any compensation from a Fund except compensation for service
     as a member of the Board of Trustees or a committee of the Board. Each
     member shall also satisfy the applicable Audit Committee membership
     requirements imposed under the rules of the New York Stock Exchange (and
     such other national securities exchange on which a Fund's shares are
     listed), as in effect from time to time, including with respect to the
     member's former affiliations or employment, financial literacy and, if
     applicable, accounting or related financial management expertise. Unless it
     determines that no member of the Audit Committee qualifies as an audit
     committee financial expert as defined in Item 3 of Form N-CSR, the Board of
     Trustees will identify one (or in its discretion, more than one) member of
     the Audit Committee as an audit committee financial expert.

II.  Purposes of the Audit Committee. The purposes of the Audit Committee are
     to:

     1.   oversee the Fund's accounting and financial reporting policies and
          practices, its internal audit controls and procedures, and, as
          appropriate, the internal controls of certain service providers;

     2.   oversee the quality and integrity of the Fund's financial statements
          and the independent audit thereof;

     3.   approve the selection, evaluation and, when appropriate, replacement
          of the independent auditors, and, if applicable, with respect to the
          nomination of independent auditors to be proposed for shareholder
          ratification in any proxy statement; and

     4.   evaluate the qualifications, independence and performance of the
          independent auditors.

     The function of the Audit Committee is oversight. The Treasurer of each
     Fund is responsible for oversight of the preparation, presentation and
     integrity of the Fund's financial statements by the Fund's accounting
     agent. The Treasurer is also responsible for

                                      A-1


     selecting appropriate accounting and financial reporting principles and
     policies and internal controls and procedures designed to assure compliance
     with accounting standards and applicable laws and regulations. The
     independent auditors are responsible for planning and carrying out audits
     and reviews consistent with applicable legal and professional standards and
     the terms of their engagement. The independent auditors for the Fund are
     ultimately accountable to the Board of Trustees and Audit Committee of the
     Fund. The Board of Trustees and the Audit Committee have the ultimate
     authority and responsibility to select, evaluate and, where appropriate,
     replace the independent auditors (or to nominate the independent auditors
     to be proposed for shareholder approval in any proxy statement).

III. Meetings of the Audit Committee. The Audit Committee shall meet at least
     twice annually, or more frequently if circumstances dictate. The Audit
     Committee shall set its agenda and the places and times of its meetings.
     The Audit Committee may meet alone and outside the presence of management
     personnel with any certified public accountant and auditing firm rendering
     reports to the Audit Committee or the Board of Trustees and with legal
     counsel. A majority of the members of the Audit Committee shall constitute
     a quorum for the transaction of business at any meeting, and the decision
     of a majority of the members present and voting shall determine any matter
     submitted to a vote.

IV.  Duties and Powers of the Audit Committee. To carry out its purposes, the
     Audit Committee shall have the following duties and powers with respect to
     each Fund:

     1.   To review, as appropriate, the audited financial statements and other
          financial information of the Fund and the results of the examination
          of the Fund's financial statements by the independent auditors,
          including the independent auditors' opinion with respect thereto, and
          any management letter issued by the independent auditors.

     2.   To review and discuss with the independent auditors: (a) the scope of
          audits and audit reports and the policies relating to internal
          auditing procedures and controls and the accounting principles
          employed in the Fund's financial reports and any proposed changes
          therein; (b) the personnel, staffing, qualifications and experience of
          the independent auditors; and (c) the compensation of the independent
          auditors.

     3.   To review and assess the performance of the independent auditors and
          to approve, on behalf of the Board of Trustees, the appointment and
          compensation of the independent auditors. Approval by the Audit
          Committee shall be in addition to any approval required under
          applicable law by a majority of the members of the Board of Trustees
          who are not "interested persons" as defined in Section 2(a)(19) of the
          1940 Act. In performing this function, the Committee shall: (a)
          consider whether there should be a regular rotation of the Fund's
          independent auditing firm; (b) discuss with the independent auditors
          matters bearing upon the qualifications of such auditors as
          "independent" under applicable standards of independence established
          from time to time by the

                                      A-2


          Securities and Exchange Commission ("SEC") and other regulatory
          authorities; and (c) shall secure from the independent auditors the
          information required by Independence Standards Board Standard No. 1,
          Independence Discussions with Audit Committees, as in effect from time
          to time. The Audit Committee shall actively engage in a dialogue with
          the independent auditors with respect to any disclosed relationships
          or services that may impact the objectivity and independence of the
          independent auditors.

     4.   To pre-approve: (a) audit and non-audit services provided by the
          independent auditors to the Fund; and (b) non-audit services provided
          by the independent auditors to the adviser or any other entity
          controlling, controlled by or under common control with the adviser
          that provides on-going services to the Fund ("Adviser Affiliates") if
          the engagement of the independent auditors relates directly to the
          operations and financial reporting of the Fund, as contemplated by the
          Sarbanes-Oxley Act of 2002 (the "Sarbanes-Oxley Act") and the rules
          issued by the SEC in connection therewith (except, in the case of
          non-audit services provided to the Fund or any Adviser Affiliate,
          those within applicable de minimis statutory or regulatory
          exceptions), and to consider the possible effect of providing such
          services on the independence of the independent auditors.

     5.   To adopt, to the extent deemed appropriate by the Audit Committee,
          policies and procedures for pre-approval of the audit or non-audit
          services referred to above, including policies and procedures by which
          the Audit Committee may delegate to one or more of its members
          authority to grant such pre-approval on behalf of the Audit Committee
          (subject to subsequent reporting to the Audit Committee). The Audit
          Committee hereby delegates to the Chairperson of the Audit Committee
          authority to pre-approve any non-audit services referred to above
          between meetings of the Audit Committee, provided that such
          pre-approval shall be reported by the Chairperson to the Audit
          Committee not later than the next meeting thereof.

     6.   To consider the controls implemented by the independent auditors and
          management to ensure that all items requiring pre-approval by the
          Audit Committee are identified and referred to the Audit Committee in
          a timely fashion.

     7.   To receive at least annually and prior to the filing with the SEC of
          the independent auditors' report on the Fund's financial statements, a
          report from such independent auditors of: (i) all critical accounting
          policies and practices used by the Fund (or, in connection with any
          update, any changes in such accounting policies and practices), (ii)
          all material alternative accounting treatments within GAAP that have
          been discussed with management since the last annual report or update,
          including the ramifications of the use of the alternative treatments
          and the treatment preferred by the accounting firm, (iii) other
          material written communications between the independent auditors and
          the management of the Fund since the last annual report or update,
          (iv) a description of all non-audit services provided, including fees
          associated with the services, to all of the Funds since the last
          annual report or update that were not

                                      A-3


          subject to the pre-approval requirements as discussed above; and (v)
          any other matters of concern relating to the Fund's financial
          statements, including any uncorrected misstatements (or audit
          differences) whose effects management believes are immaterial, both
          individually and in aggregate, to the financial statements taken as a
          whole. If this information is not communicated to the Committee within
          90 days prior to the audit report's filing with the SEC, the
          independent auditors will be required to provide an update, in the 90
          day period prior to the filing, of any changes to the previously
          reported information.

     8.   To review and discuss with the independent auditors the matters
          required to be communicated with respect to the Fund pursuant to SAS
          61, as in effect from time to time, and to receive such other
          communications or reports from the independent auditors (and
          management's responses to such reports or communications) as may be
          required under applicable listing standards of the national securities
          exchanges on which the Fund's shares are listed. To the extent
          unresolved disagreements exist between management and the independent
          auditors regarding the financial reporting of the Fund, it shall be
          the responsibility of the Audit Committee to resolve such
          disagreements.

     9.   To establish hiring policies for employees or former employees of the
          independent auditors who will serve as officers or employees of the
          Fund.

     10.  With respect to each Fund the securities of which are listed on a
          national securities exchange, to provide: (a) a recommendation to the
          Board of Trustees regarding whether the audited financial statements
          of the Fund should be included in the annual report to shareholders of
          the Fund; and (b) any report, including any recommendation of the
          Audit Committee, required by the rules of the Securities and Exchange
          Commission (including, without limitation, Rule 306 of Regulation S-K)
          to be included in the Fund's annual proxy statement.

     11.  To review and report to the full Board of Trustees with respect to any
          material accounting, tax, valuation, or record-keeping issues which
          may affect the Fund, its respective financial statements or the amount
          of their dividend or distribution rates.

     12.  To establish procedures for: (a) the receipt, retention, and treatment
          of complaints received by the Fund regarding accounting, internal
          accounting controls, or auditing matters; and (b) the confidential,
          anonymous submission by employees of the Fund or its service providers
          of concerns regarding questionable accounting or auditing matters. The
          Audit Committee hereby establishes the procedures set forth in
          Appendix A hereto with respect to such matters.

     13.  To direct and supervise investigations with respect to the following:
          (a) evidence of violations reported directly to the Committee, acting
          as a "qualified legal compliance committee" pursuant to the standards
          for professional conduct governing attorneys practicing before the
          SEC; (b) evidence of fraud or

                                      A-4


          significant deficiencies in the design or implementation of internal
          controls reported to the Committee by the principal executive or
          financial officers of the Fund pursuant to the requirements of the
          Sarbanes-Oxley Act and rules issued by the SEC in connection
          therewith; and (c) any other matters within the scope of this charter,
          including the integrity of reported facts and figures, ethical
          conduct, and appropriate disclosure concerning the financial
          statements of the Funds.


     14.  To act on such other matters as may be delegated to the Audit
          Committee by the Board of Trustees from time to time.

     15.  To review the adequacy of this charter and evaluate the Audit
          Committee's performance of its duties and responsibilities hereunder
          at least annually, and to make recommendations for any appropriate
          changes or other action to the full Board of Trustees.

     16.  To report its activities to the full Board of Trustees on a regular
          basis and make such recommendations with respect to the above and
          other matters as the Audit Committee may deem necessary or
          appropriate.

V.   Resources and Authority of the Audit Committee. The Audit Committee shall
     have the resources and authority appropriate to discharge its
     responsibilities, including the authority to engage independent auditors
     for special audits, reviews and other procedures and to retain special
     counsel and other experts or consultants at the expense of the Funds. The
     Audit Committee may determine the appropriate levels of funding for payment
     of compensation to such independent auditors, experts and consultants, and
     the ordinary administrative expenses of the Audit Committee necessary or
     appropriate in carrying out its duties under this charter.

                                      A-5


                     AUDIT COMMITTEE COMPLAINT PROCEDURES

     This policy outlines the procedures that the Audit Committee of each of
the registered investment companies advised by TimesSquare Capital Management,
Inc. (each, a "Fund") shall employ with respect to complaints regarding
accounting, internal accounting controls or auditing matters concerning each of
the Funds ("Complaints"). Each Employee (as defined below) shall be provided
with a copy of these procedures upon assuming his or her duties as an Employee,
and annually thereafter.

I.  Procedures for Receiving Complaints

All officers and employees of a Fund and, to the extent their duties relate to
accounting, internal accounting controls or auditing matters for the Fund, the
officers and employees of the Fund's investment advisers and administrators
(collectively referred to herein as "Employees"), may make complaints
anonymously and in a confidential manner as follows:

     1.   The complaining Employee may place a telephone call to the Chairperson
          of the Audit Committee. During this phone call, the Employee should
          identify the source of his or her Complaint and the practices that are
          alleged to constitute an impropriety with respect to accounting,
          internal auditing controls or auditing matters relating to a Fund,
          providing as much detail as possible.

     2.   Alternatively, the Employee may submit to the Chairperson of the Audit
          Committee (by hand, mail, e-mail or fax) a confidential memorandum
          which details the Employee's Complaint and the practices that are
          alleged to constitute an improper accounting, internal auditing
          control or auditing matter, providing as much detail as possible.

     3.   The name and contact information for the current Chairperson of the
          Audit Committee shall be provided to employees upon commencement of
          employment.

II. Procedures for Treating Complaints

The Chairperson of the Audit Committee or another member of the Audit Committee
will conduct an initial evaluation of each Complaint received by the Audit
Committee as soon as reasonably practicable following receipt. In connection
with the initial evaluation the Chairperson of the Audit Committee (or such
other member of the Audit Committee) will determine whether the Complaint
actually relates to the accounting, internal accounting controls or auditing
matters of a Fund and, if not, whether it should be reviewed by a party other
than the Audit Committee. The Chairperson of the Audit Committee shall also
determine whether the Complaint requires investigation by the Audit Committee.

                                      A-6


After the initial evaluation is complete, all Complaints requiring
investigation by the Audit Committee will be discussed at the next
regularly-scheduled meeting of the Audit Committee, or a specially-scheduled
meeting in advance thereof. The Audit Committee shall investigate the
Complaints as follows:

     1.   the Audit Committee may choose to investigate the Complaint through
          its own members and/or with the assistance of counsel;

     2.   the Audit Committee may select a designee within the Fund or its
          service providers to investigate the Complaint, provided that the
          identity of the complaining Employee shall not be disclosed to such
          designee. Under no circumstances will a party who has direct
          supervisory control or who may be responsible for the action giving
          rise to the Complaint be charged with its investigation;

     3.   the Audit Committee may retain an outside party (other than the Fund's
          independent auditors) to investigate the Complaint; or

     4.   the Audit Committee may investigate the Complaint in such other manner
          determined by the Audit Committee.

Any party designated to investigate a Complaint shall be provided reasonable
access to the Fund's (and to the extent deemed necessary by the Audit
Committee, the Fund's service providers') employees, documents, and computer
systems for purposes of conducting the investigation. At the conclusion of its
investigation, which shall be completed promptly after referral of the
Complaint, the investigating party will be responsible for making a full report
to the Audit Committee with respect to the Complaint and to make
recommendations for corrective actions, if any, to be taken by the Fund.

The Audit Committee will then report to the full Board at its next
regularly-scheduled meeting with respect to the Complaint and any corrective
actions recommended by the Audit Committee. If the Complaint involves
improprieties of any member of the Board, the Audit Committee may make its
report in an executive session of the Board.

III. Procedures for Retaining Complaints

The Chairperson of the Audit Committee will be responsible for ensuring that
all Complaints received by the Audit Committee, together with any documents
pertaining to the Audit Committee (or its designee's) investigation and
treatment of the Complaint, are retained for six years, or for such longer
period as may be required by applicable law, in a manner consistent with
preserving the anonymity of Employees who have submitted Complaints.

                                      A-7


                                  APPENDIX B
                                  ----------

                                  CIGNA FUNDS

                         NOMINATING COMMITTEE CHARTER

1.   The Nominating Committee (the "Committee") shall be composed entirely of
     those Trustees of CIGNA Funds Group, CIGNA Variable Products Group, CIGNA
     High Income Shares and CIGNA Investment Securities (the "Funds" and
     individually a "Fund") who are not "interested persons" of the Funds within
     the meaning of Section 2(a)(19) of the Investment Company Act of 1940, as
     amended (each an "Independent Trustee"). As long as shares of a Fund are
     listed on any national securities exchange or national securities
     association (generally, a "Listing Entity"), the composition of the
     Committee shall also meet such requirements as may be imposed from time to
     time by that Listing Entity. No member of the Committee shall receive any
     compensation from a Fund except compensation for service as a member of the
     Board of Trustees (the "Board") or a committee thereof.

2.   The purpose of the Committee is to foster the effective development and
     maintenance of the membership and organization of the Board and its
     committees.

3.   The Committee shall have the following duties and powers:

     (a)  to nominate, for consideration by the shareholders or the Board in
          accordance with Section 16(a) of the Investment Company Act of 1940,
          as amended (the "1940 Act"), candidates to serve as Trustees of one or
          more Funds;

     (b)  to supervise the nomination of Trustees of one or more Funds and
          establish and maintain policies regarding the selection of nominees
          for election to the Board, the current procedures being set forth in
          Appendix A;
          -----------

     (c)  to review periodically the size and composition of the Board and its
          governance procedures and to recommend any such changes to the full
          Board as the Committee shall deem appropriate;

     (d)  to review periodically the compensation of Trustees paid by each Fund
          and to recommend to the Board such adjustments therein as the
          Committee shall deem appropriate; and

     (e)  to review, as necessary, the responsibilities, size and composition of
          committees of the Board, to consider whether there is a continuing
          need for each committee, whether there is a need for additional
          committees of the Board, and whether committees should be combined or
          reorganized, and to make such recommendations to the full Board as the
          Committee shall deem appropriate.

          The Committee shall have such other duties and powers as it shall deem
          appropriate in order to represent the interests of each Fund and its
          respective shareholders in matters in which their interests are
          different from those of the Fund's investment adviser(s) and principal
          underwriter(s) and their affiliates.

                                      B-1


4.   The Committee shall meet at least annually at such times and locations as
     the Committee may determine and is empowered to hold special meetings as
     circumstances require.

5.   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 expense of one or more
     Funds. The Committee shall have the right of direct access to such officers
     of and service providers to the Funds as it deems desirable.

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

                                      B-2


                                  Appendix A
                                  ----------

                POLICY REGARDING SELECTION OF TRUSTEE NOMINEES

The Committee will, when a vacancy on the Board exists or is anticipated,
consider any Trustee candidate recommended by security holders. The current
procedures to be followed by security holders are set forth below:

1.   All security holder recommendations for Trustee candidates must be
     submitted to the Secretary of the applicable Fund who will forward all
     recommendations to the Committee.

2.   All security holder recommendations for Trustee candidates must be
     submitted to the applicable Fund not less than one hundred twenty (120)
     calendar days prior to the date on which the Fund's proxy statement was
     released to shareholders in connection with the previous year's annual
     meeting.

3.   All security holder recommendations for Trustee candidates must include the
     following information:

     (a)  The name and address of the security holder of record;

     (b)  A representation that the security holder is a record holder of the
          applicable Fund's securities, or if the security holder is not a
          record holder, evidence of ownership in accordance with Rule
          14a-8(b)(2) of the Securities Exchange Act of 1934, as amended;

     (c)  The name, age, business and residential address, educational
          background, current principal occupation or employment, and principal
          occupation or employment for the preceding five (5) full fiscal years
          of the proposed Trustee candidate;

     (d)  A description of the qualifications and background of the proposed
          Trustee candidate that addresses the minimum qualifications and other
          criteria for Board membership approved by the Board from time to time;

     (e)  A description of all arrangements or understandings between the
          security holder and the proposed Trustee candidate;

     (f)  The consent of the proposed Trustee candidate (i) to be named in the
          proxy statement relating to the applicable Fund's annual meeting of
          shareholders and (ii) to serve as a Trustee if elected at such annual
          meeting; and

     (g)  Any other information regarding the proposed Trustee candidate that is
          required to be included in a proxy statement filed pursuant to the
          rules of the Securities and Exchange Commission.

                                      B-3


The Committee has not established specific, minimum qualifications that must be
met by an individual for the Committee to recommend that individual for
nomination as a Trustee. In seeking candidates to consider for nomination to
fill a vacancy on the Board, the Committee expects to seek referrals from a
variety of sources, including current Trustees, management of the Funds and
counsel to the Funds. The Committee may also engage a search firm to identify
or evaluate or assist in identifying or evaluating candidates. In evaluating
Trustee candidates, the Committee considers a variety of factors, including, as
appropriate: (i) the candidate's knowledge in matters relating to investment
companies; (ii) any experience possessed by the candidate as a director or
senior officer of other public companies; (iii) the candidate's educational
background; (iv) the candidate's reputation for high ethical standards and
personal and professional integrity; (v) any specific financial, technical or
other expertise possessed by the candidate, and the extent to which such
expertise would complement the Board's existing mix of skills and
qualifications; (vi) the candidate's perceived ability to contribute to the
ongoing functions of the Board, including the candidate's ability and
commitment to attend meetings regularly and work collaboratively with other
members of the Board; (vii) the candidate's ability to qualify as an
Independent Trustee for purposes of the 1940 Act, the candidate's independence
from the Fund's service providers and the existence of any other relationships
that might give rise to a conflict of interest or the appearance of a conflict
of interest; (viii) the candidate's age relative to the Funds' retirement age
for Trustees and (ix) such other factors as the Committee determines to be
relevant in light of the existing composition of the Board and any anticipated
vacancies or other transitions, e.g., whether or not a candidate is an "audit
committee financial expert" under the federal securities laws. Prior to making
a final recommendation to the Board, the Committee conducts personal interviews
with the candidate(s) it concludes are the most qualified. Any candidates
recommended by security holders will be evaluated in the same manner.

                                      B-4


|X| PLEASE MARK VOTES           1. Election of Trustees.    For  With-  For All
    AS IN THIS EXAMPLE                                           hold   Nominees
                                                                         Except
                                Ms. Mueller, Ms. Hayes,
CIGNA INVESTMENT SECURITIES     and Messrs. Forde, Jones,   [ ]   [ ]      [ ]
                                Marks and McDonald.
This proxy will be voted as
specified. If no specification          If you do not wish your shares voted
is made, the proxy will be              "For" a particular nominee, mark the
voted in favor of the proposal          "For All Nominees Except" box and strike
shown on this proxy card. In            a line through the name(s) of the
their discretion, the proxies           nominee(s). Your shares will be voted
will also be authorized to              for the remaining nominee(s).
vote upon such other matters
that may properly come before
the meeting.

Mark box at right if an
address change or comment has
been noted on the reverse side
of this card.              |_|  RECORD DATE SHARES:

CONTROL NUMBER:

Please be sure to sign and
date this Proxy --------------
                Date
- ------------------------------


Shareholder sign here
- ------------------------------
Co-owner sign here



                           CIGNA INVESTMENT SECURITIES

                THIS PROXY IS SOLICITED BY THE BOARD OF TRUSTEES

The undersigned hereby appoints Richard H. Forde and Jeffrey S. Winer and either
one of them, proxies of the undersigned, with the power of substitution, to vote
the shares of the undersigned at the Annual Meeting of Shareholders of CIGNA
Investment Securities (the "Fund"), on Tuesday, April 27, 2004 at 12:00 p.m.,
Eastern Time, at The Sheraton Springfield at Monarch Place, One Monarch Place,
Springfield, Massachusetts, and at any adjournment thereof, in the manner
directed herein on the matters described in the notice and accompanying proxy
statement for the meeting. The Trustees recommend that you vote "FOR" the
proposal. If no direction is made, this proxy will be voted FOR all items
described in the proxy statement. As to any other matters that may properly come
before the meeting, 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?

_____________________________________    _______________________________________

_____________________________________    _______________________________________

_____________________________________    _______________________________________