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.
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.
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.
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.