<PAGE>
As filed with the Securities and Exchange Commission on December 2, 1998
Securities Act File No. 2-29020
Investment Company Act File No. 811-1646
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OMB Number: U.S. SECURITIES AND EXCHANGE COMMISSION
3235-0307 WASHINGTON, D.C. 20549
Expires: 05/31/00 _______________
Estimated average
Burden hours per FORM N-1A
response 212.80
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REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 | |
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Pre-Effective Amendment No. __ | |
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Post-Effective Amendment No. 58 |X|
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and
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REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 | |
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Amendment No. 58 |X|
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(CHECK APPROPRIATE BOX OR BOXES.)
CIGNA FUNDS GROUP
(Exact Name of Registrant as Specified in Charter)
100 FRONT STREET, SUITE 300, WORCESTER, MASSACHUSETTS 01601
(Address of Principal Executive Offices) (Zip Code)
(860) 726-3700
Registrant's Telephone Number, including Area Code
BRIAN D. WELLS, 100 FRONT STREET, SUITE 300
WORCESTER, MASSACHUSETTS 01601
(Name and Address of Agent for Service)
CONTINUOUS
(Approximate Date of Proposed Public Offering)
_______________
It is proposed that this filing will become effective (check appropriate box):
_
|X| Immediately upon filing pursuant to paragraph (b)
-
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| | on (date) pursuant to paragraph (b)
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| | 60 days after filing pursuant to paragraph (a)(1)
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| | on (date) pursuant to paragraph (a)(1)
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| | 75 days after filing pursuant to paragraph (a)(2)
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| | on (date) pursuant to paragraph (a)(2) of rule 485.
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If appropriate, check the following box:
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| | This post-effective amendment designates a new effective date for a
- previously filed post-effective amendment.
<PAGE>
CIGNA FUNDS GROUP
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PROSPECTUS
JANUARY 1, 1999 CIGNA MONEY MARKET FUND
RETAIL SERVICE CLASS
The Securities and Exchange
Commission has not approved or
disapproved these securities or
determined if this prospectus is
accurate or complete. Anyone who
tells you otherwise is committing a
crime.
<PAGE>
CIGNA Money Market Fund's investment To provide as high a level of
objective current income as is consistent
with the preservation of capital
and liquidity and the maintenance
of a stable $1.00 per share net
asset value.
Principal investment strategy The Fund invests exclusively in
high-quality short-term money
market instruments.
Principal risks of investing in the Fund A major change in interest rates
or a default on the Fund's
investments could cause the value
of your investment in the Fund to
change.
An investment in the Fund is not
insured or guaranteed by the
Federal Deposit Insurance
Corporation or any other
government agency. Although the
Fund seeks to preserve the value
of your investment at $1.00 per
share, it is possible to lose
money by investing in the Fund.
1
<PAGE>
BAR CHART AND PERFORMANCE TABLE
The bar chart and table shown below provide some indication of the risks of
investing in the Fund. The bar chart shows changes in the performance of the
Fund's institutional class shares from year to year over a ten year period.
The table shows how the Fund's institutional class average annual returns for
one, five and ten years compare to those of
3 month U.S. Treasury bills.
The Fund's past performance does not necessarily indicate how the Fund will
perform in the future.
The return for the retail service class of shares of the Fund will be lower than
the institutional class returns shown in the bar chart, due to the expenses of
the retail service class.
[THE BELOW TEXT REPLACES A BAR CHART GRAPHIC INDICATING TOTAL RETURN]
BAR CHART
1988 1989 1990 1991 1992 1993 1994 1995 1996 1997
- ---- ---- ---- ---- ---- ---- ---- ---- ---- ----
7.29% 8.96% 7.82% 5.75% 3.36% 2.39% 3.43% 5.33% 4.91% 5.27%
During the ten-year period shown in the bar chart, the highest quarterly return
was 2.35% (for the quarter ended 6/30/89) and the lowest quarterly return was
0.55% (for the quarter ended 12/31/93).
AVERAGE ANNUAL TOTAL RETURNS*
FOR THE PERIODS ENDED DECEMBER 31, 1997
Past 1 year Past 5 years Past 10 years
Money Market Fund 5.27% 4.26% 5.43%
3-Month U.S. Treasury bills 5.52% 4.89% 5.68%
The Fund's 7-day annualized yield as of December 31, 1997 was 5.30%.
*Returns shown are for the Fund's institutional class, which is not
offered in this prospectus. The retail service class would have similar
annual returns because the shares are invested in the same portfolio of
securities and the annual returns would differ only to the extent that
the classes do not have the same expenses. The retail service class
carries 12b-1 and sub-accounting fees while the institutional class
does not, so the annual returns for the retail service class will be
lower than institutional class returns.
2
<PAGE>
FEES AND EXPENSES OF THE FUND
THIS TABLE DESCRIBES THE FEES AND EXPENSES THAT YOU MAY PAY IF YOU BUY AND HOLD
RETAIL SERVICE CLASS SHARES OF THE FUND.
Retail
Service
SHAREHOLDER FEES Class
(FEES PAID DIRECTLY FROM YOUR INVESTMENTS) -----------
Maximum sales charge (load) imposed on
purchases (as a percentage of offering price) None
Maximum deferred sales charge (load)
(as a percentage of offering price) None
Redemption fee (as a percentage
of amount redeemed) None
Exchange fee None
ANNUAL FUND OPERATING EXPENSES
(EXPENSES THAT ARE DEDUCTED FROM FUND ASSETS)
Management fees 0.35%
Distribution and service (12b-1) fees 0.35%
Other expenses 0.30%
Total annual Fund operating expenses 1.00%
EXAMPLE
THIS EXAMPLE IS INTENDED TO HELP YOU COMPARE THE COST OF INVESTING IN THE FUND
WITH THE COST OF INVESTING IN OTHER MUTUAL FUNDS.
The Example assumes that you invest $10,000 in the retail service class of the
Fund for the time periods indicated and then redeem all of your shares at the
end of those periods. The Example also assumes that your investment has a 5%
return each year and that the Fund's operating expenses remain the same.
Although your actual costs may be higher or lower, based on these assumptions
your costs would be:
1 year 3 years 5 years 10 years
$102 $318 $553 $1,225
3
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INVESTMENT INFORMATION
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INVESTMENT OBJECTIVE
The Fund's objective is to provide as high a level of current income as is
consistent with the preservation of capital and liquidity and the maintenance of
a stable $1.00 per share net asset value by investing in short-term high quality
money market instruments. The Fund invests in money market instruments such as
U.S. Government direct obligations and U.S. Government agencies' securities. In
addition, the Fund may invest in other money market instruments such as
asset-backed securities, bankers' acceptances, certificates of deposit,
commercial loan participations, repurchase agreements, time deposits and
commercial paper, all of which will be denominated in U.S. dollars. Bankers'
acceptances, certificates of deposit and time deposits may be purchased from
U.S. or foreign banks. The Fund purchases commercial paper primarily from U.S.
issuers but may purchase this type of security from foreign issuers so long as
it is denominated in U.S. dollars.
DESCRIPTION OF MONEY MARKET INSTRUMENTS
This is a description of the primary types of money market instruments the Fund
will own:
U.S. GOVERNMENT DIRECT OBLIGATIONS - Obligations issued by the U.S. Treasury.
U.S. GOVERNMENT AGENCIES SECURITIES - The U.S. Government has established
certain Federal agencies such as the Government National Mortgage Association as
instrumentalities of the U.S. Government to supervise and finance certain types
of activities. Issues of these agencies, while not direct obligations of the
U.S. Government, are either backed by the full faith and credit of the United
States or are guaranteed by the Treasury or supported by the issuing agencies'
right to borrow from the Treasury.
ASSET-BACKED SECURITIES - include interests in pools of mortgages, loans,
receivables, or other assets. Payment of principal and interest may be largely
dependent on the cash flows generated by the assets backing the securities.
CERTIFICATES OF DEPOSIT - A negotiable interest-bearing instrument with a
specific maturity. Certificates of deposit are issued by banks and savings and
loan institutions in exchange for the deposit of Funds and normally can be
traded in the secondary market, prior to maturity.
COMMERCIAL PAPER - The term used to designate unsecured short-term promissory
notes issued by corporations and other entities. Maturities on these issues vary
from a few days to nine months.
COMMERCIAL LOAN PARTICIPATIONS - Participating interests in loans made by a
bank, or a syndicate of banks represented by an agent bank, to corporate
borrowers. Loan participations may extend for the entire term of the loan or may
extend only for short "strips" that correspond to stated payments on the
underlying loan. The loans underlying such participations may be secured or
unsecured, and the Fund may invest in loans collateralized by mortgages on real
property.
REPURCHASE AGREEMENTS - A repurchase agreement is a contract where the seller of
securities (limited to U.S. Government securities, including securities issued
or guaranteed by the U.S. Treasury or the various agencies and instrumentalities
of the U.S. Government) agrees to repurchase the securities at a specified price
on a future date determined by negotiations. The repurchase agreement may be
considered a
4
<PAGE>
loan by a Fund to the issuer of the agreement, a bank or securities dealer, with
the U.S. Government securities serving as collateral for the loan.
VARIABLE AND FLOATING RATE INSTRUMENTS - Certain instruments issued, guaranteed
or sponsored by the U.S. Government or its agencies, state and local government
issuers, and certain debt instruments issued by domestic banks or corporations,
may carry variable or floating rates of interest. These instruments bear
interest at rates which are not fixed, but which vary with changes in specified
market rates or indices, such as a Federal Reserve composite index.
CONCENTRATION OF INVESTMENTS.
The Fund may invest 25% or more of its total assets in commercial paper issued
by finance companies. The finance companies in which the Fund intends to invest
can be divided into two categories, commercial finance companies and consumer
finance companies. Commercial finance companies are principally engaged in
lending to corporations or other businesses. Consumer finance companies are
primarily engaged in lending to individuals. The Fund classifies captive finance
companies or finance subsidiaries which exist to facilitate the marketing and
financial activities of their parent in the industry of their parent's
corporation. Concentrating investments in any one industry may subject the Fund
to more risk than if it did not concentrate investments.
In addition, the Fund may invest 25% or more of the value of its total assets in
instruments issued by a U.S. branch of a domestic bank or savings and loan
having capital, surplus, and undivided profits in excess of $100,000,000 at the
time of investment.
INVESTMENT POLICIES
The Fund may follow non-fundamental operational policies that are more
restrictive than its fundamental investment limitations, as set forth in this
prospectus and the Statement of Additional Information, in order to comply with
applicable laws and regulations governing money market funds, including the
provisions of and regulations under the Investment Company Act of 1940 (the 1940
Act). In particular, the Fund intends to comply with the various requirements of
Rule 2a-7 of the 1940 Act, which regulates portfolio maturity, quality and
diversification. For example, the Fund will limit its investments to securities
with effective remaining maturities of 397 days or less and will maintain a
dollar-weighted average maturity of 90 days or less. The Fund will determine the
effective remaining maturity of its investments according to Rule 2a-7.
Pursuant to procedures adopted by the Fund's Board of Trustees, the Fund may
purchase only high quality securities that CIGNA Investments, Inc., the Fund's
adviser (CIGNA Investments) believes present minimal credit risks. To be
considered high quality, a security must be a U.S. Government security or must
be rated in accordance with applicable rules in one of the two highest
categories for short-term securities by at least two nationally recognized
rating services (or by one, if only one rating service has rated the security)
or, if unrated, judged to be of equivalent quality by CIGNA Investments.
High quality securities are divided into "first tier" and "second tier"
securities. First tier securities have received the highest rating (e.g.
Standard & Poor's Corporation's ("S&P") A-1 rating) from at least two rating
services (or one, if only one has rated the security). Second tier securities
have received ratings within the two highest categories (e.g., S&P's A-1 or A-2)
from at least two rating services (or one, if only one has rated the security),
but do not qualify as first tier securities. If a security has been assigned
different ratings by different rating services, at least two rating services
must have assigned the highest of the ratings in order for
5
<PAGE>
CIGNA Investments to determine eligibility on the basis of that highest rating.
Based on procedures adopted by the Board of Trustees, CIGNA Investments may
determine that an unrated security is of equivalent quality to a rated first or
second tier security.
The Fund may not invest more than 5% of its total assets in second tier
securities. In addition, the Fund may not invest more than 1% of its total
assets or $1 million (whichever is greater) in the second tier securities of a
single issuer.
The Fund may change these operational policies to reflect changes in the laws
and regulations without the approval of shareholders.
MANAGEMENT OF THE FUND
- --------------------------------------------------------------------------------
The investment adviser to the Fund is CIGNA Investments, an indirect,
wholly-owned subsidiary of CIGNA Corporation. CIGNA Investments also serves as
investment adviser for other investment companies, and for a number of pension,
advisory, corporate and other accounts. CIGNA Investments and other affiliates
of CIGNA Corporation manage combined assets of approximately $64 billion. CIGNA
Investments' mailing address is 900 Cottage Grove Road, Hartford, Connecticut
06152.
Pursuant to a Master Investment Advisory Agreement, CIGNA Investments manages
the investment and reinvestment of the assets of the Fund.
Subject to the control and periodic review of the Board of Trustees, CIGNA
Investments determines what investments shall be purchased, held, sold or
exchanged by the Fund. CIGNA Investments is also responsible for overall
management of the business affairs of the Fund.
As full compensation for the investment management and all other services
rendered by CIGNA Investments, the Fund paid CIGNA Investments $446,085 for
calendar year 1997. This represented 0.35% of the Fund's average daily net
assets.
PRICING OF SHARES
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The price of Fund shares is based on the Fund's net asset value. The Funds'
custodian, State Street Bank and Trust Company ("State Street") calculates the
net asset value of each class of the Fund by dividing the number of outstanding
shares of each class into the net assets of the Fund attributable to that class.
Net assets are the excess of the Fund's assets over its liabilities. Net asset
value is determined as of the close of regular trading (normally, 4:00 p.m.
Eastern Time) on each day the New York Stock Exchange ("NYSE") is open for
trading, and on Good Friday if banks are open. The price at which a purchase or
redemption is effected is based on the next calculation of net asset value after
the order is placed. Orders for purchases and redemptions will not be processed
if received when the NYSE is closed, except on Good Friday if banks are open.
VALUATION OF MONEY MARKET INVESTMENTS
The Fund's investments are valued at amortized cost, which approximates market
value, in accordance with rules adopted by the Securities and Exchange
Commission. Using the amortized cost valuation method allows
6
<PAGE>
the Fund to maintain its net asset value at $1.00 per share. There is no
assurance that this method will always be used, or if used, that the net asset
value under certain conditions will not deviate from $1.00 per share. If the
Board of Trustees deems it inadvisable to continue the practice of maintaining
the net asset value of $1.00 per share it may alter this procedure. The Fund
will notify shareholders prior to any change, unless the change is only
temporary, in which case the shareholders will be notified after the change. See
the Statement of Additional Information for more information on amortized cost
procedures.
PURCHASE AND REDEMPTION OF SHARES
- --------------------------------------------------------------------------------
HOW TO PURCHASE SHARES
The Fund offers its retail service class to customers of financial institutions
such as broker-dealers and banks.
Shares of the Fund are sold on a continuous basis without any initial sales
charge or contingent deferred charge at the Fund's net asset value per share
(see "Pricing of Shares"). The Fund does not issue share certificates.
All retail service class investors must purchase shares through CIGNA Financial
Services, Inc. ("CFS"). Orders placed through CFS are priced as of the close of
business on the day the order is received by CFS, provided the order is received
by 4:00 p.m. Eastern Time. A completed application is required to establish a
new brokerage account. CFS must accept all purchase orders. CFS reserves the
right to reject any purchase order. Additional information regarding
establishing a brokerage account and purchasing shares may be obtained by
calling CFS at 1-888-CIGNAFS (244-6237).
ADDITIONAL INFORMATION:
The Fund reserves the right to limit purchases of shares for any one account or
related accounts to 2% of the total net asset value of the Fund, or may refuse
to sell shares of the Fund to any person.
HOW TO REDEEM SHARES
All retail service class investors must redeem shares through their brokerage
account with CFS. Shares will be redeemed at the net asset value next determined
after CFS receives the redemption request. CFS may require a signature guarantee
before it makes payment on redemption orders. For additional information
regarding redeeming shares from your brokerage account, call CFS at
1-888-CIGNAFS (244-6237).
FURTHER REDEMPTION INFORMATION.
Redemptions from the Fund may not be processed if a redemption request is not
submitted in proper form. To be in proper form, you must furnish a taxpayer
identification number and address. The Fund may be required to impose "back-up"
withholding of federal income tax on dividends, distributions and redemption of
proceeds when non-corporate investors have not provided a certified taxpayer
identification number. In addition, if an investor sends a check for the
purchase of Fund shares and the Fund issues shares before the investor's check
has cleared, the Fund may not send redemption proceeds until the check has
cleared, which may take up to 15 days.
7
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DIVIDENDS AND DISTRIBUTIONS
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The Fund declares dividends daily and distribute dividends monthly.
All distributions will be automatically reinvested for you in shares of the Fund
at the net asset value determined on the record date.
TAX MATTERS
- --------------------------------------------------------------------------------
TAX EFFECTS OF DISTRIBUTIONS AND TRANSACTIONS
In general, any dividends and short-term capital gain distributions you receive
from the Fund are taxable as ordinary income. Distributions of other capital
gains, if any, are generally taxable as capital gains. Ordinary income and
capital gains generally are taxed at different rates. The rates that you will
pay on any capital gains distributions will depend on how long the Fund holds
its portfolio securities. This is true no matter how long you have owned your
shares in the Fund and even though your distributions are reinvested in shares
of the Fund.
Every year, the Fund will send you information detailing the amount of ordinary
income and capital gains distributed to you for the previous year.
The sale or exchange of shares in your account may produce a gain or loss, and
is a taxable event. However, the Fund seeks to maintain a constant net asset
value of $1.00 per share, so a sale or exchange generally will not result in a
gain or loss.
Your investment in the Fund could have additional tax consequences. Please
consult your tax professional for assistance.
BACKUP WITHHOLDING
By law, the Fund must withhold 31% of your distributions and proceeds if you
have not provided complete, correct taxpayer information.
DISTRIBUTION ARRANGEMENTS
- --------------------------------------------------------------------------------
CFS acts as the principal underwriter and distributor of the Fund's shares.
DISTRIBUTION PLAN AND SHAREHOLDER SERVICES
The Fund has adopted a plan under rule 12b-1 of the 1940 Act that allows the
Fund to pay distribution fees for the sale and distribution of its shares and
for services provided to shareholders. Because these fees are paid out of the
Fund's assets on an ongoing basis, over time these fees will increase the cost
of your investment and may cost you more than paying other types of sales
charges. Under the 12b-1 plan, the Fund will pay CFS out of the assets of the
retail service class up to 0.35% of the average daily net assets to pay
distribution and shareholder servicing fees.
Under the shareholder servicing component of the 12b-1 plan, the Fund will pay
CFS 0.25% of the average daily net assets of the retail service class for
providing shareholder services to shareholders of this class of the Fund.
Shareholder services include, but are not limited to, receiving, aggregating,
and processing shareholder
8
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or beneficial owner orders; providing and maintaining retirement account
records; communicating periodically with shareholders; acting as the sole
shareholder of record and nominee for shareholders; answering questions and
handling correspondence from shareholders about their accounts; and performing
similar account administrative services.
Under the distribution component of the 12b-1 plan, the Fund will pay CFS up to
0.10% of the average daily net assets of the retail service class to pay CFS for
expenses of distribution such as preparing and distributing sales and marketing
materials.
MULTIPLE CLASSES
The Fund presently offers two methods of purchasing shares (institutional class
and retail service class), enabling the Fund to respond to service needs of
different classes of investors. This structure has been developed to attract
large institutions, retirement plans and individual investors as Fund
shareholders so that certain expenses (such as custodian fees, administrative
services, audit fees, legal fees, fees of trustees unaffiliated with the Funds,
regulatory fees and certain printing expenses) can be shared rather than
duplicated, in an effort to achieve economies of scale. This prospectus offers
the retail service class only. The retail service class pays a 12b-1 fee, as
described above. The institutional class does not pay a 12b-1 fee.
9
<PAGE>
FINANCIAL HIGHLIGHTS
The financial highlights table is intended to help you understand the
Fund's financial performance for the past 5 years. Certain information
reflects financial results for a single Fund share. The total returns
in the table represent the rate that an investor would have earned on
an investment in the institutional class of the Fund (assuming
reinvestment of all dividends and distributions). This information has
been audited by PricewaterhouseCoopers LLP, whose report, along with
the Fund's financial statements, are included in the annual report
which is available upon request.
<TABLE>
<CAPTION>
CIGNA MONEY MARKET FUND
(INSTITUTIONAL CLASS)
YEAR ENDED DECEMBER 31,
1997 1996 1995 d 1994 c 1993c
- -------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
NET ASSET VALUE, BEGINNING OF PERIOD $1.00 $1.00 $1.00 $1.00 $1.00
INCOME FROM INVESTMENT OPERATIONS
Net Investment Income .0513 .0479 .0516 .0337 .0237
Net Gains or Losses on Securities
(both realized and unrealized) .0001 .0001 .0003 - -
Total from Investment Operations .0514 .0480 .0519 .0337 .0237
- -------------------------------------------------------------------------------------------------------------------
LESS DISTRIBUTIONS
Dividends (from net investment income) .0513 .0479 .0516 .0337 .0237
Distributions (from capital gains).0001 .0001 .0001 .0003 - -
Total Distributions .0514 .0480 .0519 .0337 .0237
- -------------------------------------------------------------------------------------------------------------------
NET ASSET VALUE, END OF PERIOD $1.00 $1.00 $1.00 $1.00 $1.00
===================================================================================================================
TOTAL RETURN 5.27 % 4.91 % 5.33 % 3.43 % 2.39 %
===================================================================================================================
RATIOS/SUPPLEMENTAL DATA
Net Assets, End of Period (000) $171,065 $120,505 $1,034 $16,673 $20,508
Ratio of Expenses to Average Net Assets 0.44 % a 0.45 % a 0.80 % a 1.00 % a 1.00 % a
Ratio of Net Investment Income To Average
Net Assets 5.14 % b 4.95 % b 5.38 % b 3.32 % b 2.39 % b
</TABLE>
- ------------------
a. Ratios of expenses to average net assets prior to the reduction of advisory
fee were 0.51%, 0.69%, 1.21%, 1.11% and 1.02%, respectively, for the
periods ended December 31, 1997, 1996, 1995, 1994 and 1993.
b. Ratios of net investment income to average net assets prior to the
reduction of advisory fee were 5.07%, 4.71%, 4.91%, 3.22% and 2.37%,
respectively, for the periods ended December 31, 1997, 1996, 1995, 1994,
and 1993.
c. Net investment income per share has been calculated in accordance with SEC
requirements, except that end of year accumulated/undistributed net
investment income has not been adjusted to reflect current year permanent
differences between financial and tax accounting.
d. Per share amounts have been calculated using the average shares method,
which more appropriately presents the per share data for the period since
the use of the undistributed income method did not accord with the results
of operations.
10
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For investors who want more information about the Fund, the following documents
are available free upon request:
ANNUAL/SEMI-ANNUAL REPORTS: Additional information about the Fund's investments
is available in the Fund's annual and semi-annual reports to shareholders. In
the Fund's annual report, you will find a discussion of the market conditions
and investment strategies that significantly affected the Fund's performance
during its last fiscal year.
STATEMENT OF ADDITIONAL INFORMATION (SAI): The SAI provides more detailed
information about the Fund and is incorporated into this prospectus by
reference.
You can get free copies of reports and SAIs, request other information and
discuss your questions about the Fund by contacting the Fund at:
CIGNA Financial Services
P.O. Box 150476
Hartford, CT 06115-0476
Telephone: 1-888-CIGNAFS (244-6237)
You can review and copy the Fund's reports and SAIs at the Public Reference Room
of the Securities and Exchange Commission. You can get text-only copies:
For a fee, by writing to or calling the Public Reference Room of the Commission,
Washington, DC 20549-6009;
Free from the Commission's Internet website at:
http://www.sec.gov.
Information on the operation of the public reference room may be obtained by
calling the Commission at:
1-800-SEC-0330.
CIGNA Funds Group
CIGNA Money Market Fund
Retail Services Class
(Investment
Company Act
File No. 811-1646)
<PAGE>
C I G N A F U N D S G R O U P
---------------------------------
C I G N A M O N E Y M A R K E T F U N D
S T A T E M E N T O F A D D I T I O N A L I N F O R M A T I O N
J A N U A R Y 1, 1 9 9 9
This Statement of Additional Information is not a prospectus, but should be read
in conjunction with the prospectus for CIGNA Money Market Fund (the "Fund"), a
series of CIGNA Funds Group ("CFG" or the "Trust") having the same date as the
date of this Statement of Additional Information. Much of the information
contained in this document expands upon subjects discussed in the prospectus. No
investment in shares of the Fund should be made without first reading the
prospectus. A copy of the prospectus of the Fund may be obtained by writing to
CIGNA Funds Shareholder Services, Hartford, Connecticut 06152-2210.
The financial statements for CIGNA Funds Group, for the year ended December 31,
1997, as contained in the Annual Reports to Shareholders, are hereby
incorporated by reference into this Statement of Additional Information. The
financial statements for the year ended December 31, 1997 have been examined by
Price Waterhouse LLP (n/k/a PricewaterhouseCoopers LLP), independent
accountants, whose report thereon also is incorporated herein by reference.
Page 1
<PAGE>
TABLE OF CONTENTS
-----------------
Page
----
General Information About the Trust......................................... 3
- -----------------------------------
The Fund, Its Investment Objectives and Policies............................ 3
- ------------------------------------------------
Classification.............................................................. 3
- --------------
Investment Strategies and Risks............................................. 3
- -------------------------------
Fund Policies............................................................... 7
- -------------
Management of the Trust..................................................... 8
- -----------------------
Control Persons and Principal Holders of Securities........................ 11
- ---------------------------------------------------
Investment Advisory and Other Services..................................... 12
- --------------------------------------
Underwriter................................................................ 14
- -----------
Custodian and Transfer Agent............................................... 15
- ----------------------------
Independent Accountants.................................................... 16
- -----------------------
Brokerage Allocation and Other Practices................................... 16
- ----------------------------------------
Capital Stock.............................................................. 18
- -------------
Purchase, Redemption and Pricing of Securities............................. 19
- ----------------------------------------------
Tax Matters................................................................ 20
- -----------
Performance Information.................................................... 22
- -----------------------
Financial Statements....................................................... 23
- --------------------
Page 2
<PAGE>
GENERAL INFORMATION ABOUT THE TRUST
- -----------------------------------
The Trust is a Massachusetts business trust organized pursuant to a Master Trust
Agreement dated April 10, 1985, as amended and restated by the First Amended and
Restated Master Trust Agreement dated as of March 1, 1996. The Fund is a series
or separate portfolio of the Trust. The Board of Trustees of the Trust is
authorized to create new series of shares without the necessity of a vote of
shareholders of the Trust.
THE FUND, ITS INVESTMENT OBJECTIVES AND POLICIES
- ------------------------------------------------
Classification
- --------------
The Fund is a diversified, open-end management investment company.
Investment Strategies and Risks
- -------------------------------
The types of money market instruments in which the Fund principally invests are
listed in the prospectus. The Fund may also invest in the following types of
securities and use the following strategies:
OBLIGATIONS OF DEPOSITORY INSTITUTIONS AND COMMERCIAL PAPER OF FOREIGN ISSUERS.
The Fund may invest in U.S. dollar-denominated obligations of U.S. and foreign
depository institutions, including commercial and savings banks and savings and
loan associations. The obligations may be issued by U.S. or foreign depository
institutions, foreign branches or subsidiaries of U.S. depository institutions
("Eurodollar" obligations), U.S. branches or subsidiaries of foreign depository
institutions ("Yankeedollar" obligations) or foreign branches or subsidiaries of
foreign depository institutions. Obligations of foreign depository institutions,
their branches and subsidiaries, and Eurodollar and Yankeedollar obligations may
involve investment risks in addition to the risks of obligations of U.S.
institutions. Such investment risks include adverse political and economic
developments, the possible imposition of withholding taxes on interest income
payable on such obligations, the possible seizure or nationalization of foreign
deposits and the possible establishment of exchange controls or other foreign
governmental laws or restrictions which might adversely affect the payment of
principal and interest. Generally, the issuers of such obligations are subject
to fewer regulatory requirements than are applicable to U.S. banks. Foreign
depository institutions, their branches or subsidiaries, and foreign branches or
subsidiaries of U.S. banks may be subject to less stringent reserve requirements
than U.S. banks. U.S. branches or subsidiaries of foreign banks are subject to
the reserve requirements of the state in which they are located. There may be
less publicly available information about a foreign bank or a branch or
subsidiary of a foreign bank than about a U.S. institution, and such branches or
subsidiaries may
Page 3
<PAGE>
not be subject to the same accounting, auditing and financial record keeping
standards and requirements as U.S. banks. Evidence of ownership of foreign
depository and Eurodollar obligations may be held outside of the United States
and the Fund may be subject to the risks associated with the holding of such
property overseas. Foreign depository and Eurodollar obligations of the Fund
held overseas will be held by foreign branches of the Fund's custodian or by
other U.S. or foreign banks under subcustodian arrangements complying with the
requirements of the Investment Company Act of 1940, as amended (the "1940 Act").
CIGNA Investments will consider the above factors in making investments in
foreign depository, Eurodollar and Yankeedollar obligations and will not
knowingly purchase obligations which, at the time of purchase, are subject to
exchange controls or withholding taxes. Generally, the Fund will limit its
foreign depository and Yankeedollar investments to obligations of banks
organized in Canada, France, Germany, Japan, the Netherlands, Switzerland, the
United Kingdom and other western industrialized nations.
The Fund may also invest in U.S. dollar-denominated commercial paper and other
short-term obligations issued by foreign entities. Such investments are subject
to quality standards similar to those applicable to investments in comparable
obligations of domestic issuers. Investments in foreign entities in general
involve the same risks as those described above in connection with investments
in Eurodollar and Yankeedollar obligations and obligations of foreign depository
institutions and their foreign branches and subsidiaries.
SECURITIES ISSUED ON A WHEN-ISSUED OR DELAYED DELIVERY BASIS. The Fund may
purchase securities on a "when-issued" basis, that is, delivery of and placement
for the securities is not fixed at the date of purchase, but is set after the
securities are issued (normally within forty-five days after the date of the
transaction). The Fund also may purchase or sell securities on a delayed
delivery basis. The payment obligation and the interest rate that will be
received on the delayed delivery securities are fixed at the time the buyer
enters into the commitment. The Fund will only make commitments to purchase
when-issued or delayed delivery securities with the intention of actually
acquiring such securities, but the Fund may sell these securities before the
settlement date if it is deemed advisable.
Investment in securities on a when-issued or delayed delivery basis may increase
the Fund's exposure to market fluctuation and may increase the possibility that
the Fund will incur short-term gains subject to Federal taxation or short-term
losses if the Fund must engage in portfolio transactions in order to honor a
when- issued or delayed delivery commitment. In a delayed delivery transaction,
the Fund relies on the other party to complete the transaction. If the
transaction is not completed, the Fund may miss a price or yield considered to
be advantageous. The Fund
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<PAGE>
will employ techniques designed to reduce such risks. If the Fund purchases a
when-issued security, the Fund's custodian bank will segregate cash or high
grade securities in an amount equal to the when-issued commitment. If the market
value of the segregated securities declines, additional cash or securities will
be segregated on a daily basis so that the market value of the segregated assets
will equal the amount of the Fund's when-issued commitments. To the extent cash
and securities are segregated, they will not be available for new investments or
to meet redemptions. Securities purchased on a delayed delivery basis may
require a similar segregation of cash or other high grade securities. For a more
complete description of when-issued securities and delayed delivery transactions
see the Statement of Additional Information.
ILLIQUID SECURITIES. The Fund may invest up to 10% of its net assets in
securities that are illiquid. Illiquid securities include securities that have
no readily available market quotations and cannot be disposed of promptly
(within seven days) in the normal course of business at approximately the price
at which they are valued. Illiquid securities may include securities that are
subject to restrictions on resale because they have not been registered under
the Securities Act of 1933 (the "1933 Act"). Restricted securities may, in
certain circumstances, be resold pursuant to Rule 144A under the 1933 Act, and
thus may or may not constitute illiquid securities. To the extent that qualified
institutional buyers become uninterested in purchasing these restricted
securities the level of illiquidity in a Fund may increase. CIGNA Investments
determines the liquidity of the Fund's investments. Limitations on the resale of
restricted securities may have an adverse effect on their marketability, which
may prevent the Fund from disposing of them promptly at reasonable prices. The
Fund may have to bear the expense of registering such securities for resale, and
the risk of substantial delays in effecting such registrations.
INVESTMENTS IN FOREIGN SECURITIES. The Fund may invest up to 50% of its total
assets in Canadian and other foreign securities, although the Fund may only
invest in foreign securities denominated in U.S. dollars.
BORROWING. The Fund may borrow from banks or through reverse repurchase
agreements to the extent permitted by the 1940 Act. If the Fund borrows money,
its share price may be subject to greater fluctuation until the borrowing is
paid off. Under the 1940 Act as currently in effect, a fund may borrow from any
lender only for temporary purposes in an amount not exceeding 5% of its total
assets, and may borrow from a bank in an amount not exceeding 33 1/3% of its
total assets.
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LENDING OF PORTFOLIO SECURITIES. In order to generate additional income, the
Fund may lend its portfolio securities on a short-term or long-term basis, or
both, to broker/dealers, banks, or other institutional borrowers of securities.
The Fund will only enter into loan arrangements with broker/dealers, banks, or
other institutions which CIGNA Investments has determined are creditworthy under
guidelines established by the Fund's Trustees and will receive collateral at all
times equal to at least 100% of the value of the securities loaned. There is the
risk that when lending portfolio securities, the securities may not be available
to the Fund on a timely basis and the Fund may, therefore, lose the opportunity
to sell the securities at a desirable price. In addition, in the event that a
borrower of securities would file for bankruptcy or become insolvent,
disposition of the securities may be delayed pending court action.
RATING AGENCIES. The Fund's investments in short-term corporate debt and bank
money instruments will be rated, or will be issued by issuers who have been
rated, in one of the two highest rating categories for short-term debt
obligations by a nationally recognized statistical rating organization (an
"NRSRO") or, if not rated, will be of comparable quality as determined by the
Trustees of the Trust. The Fund's investments in corporate bonds and debentures
(which must have maturities at the date of purchase of 397 days (13 months) or
less) will be in issuers who have received from an NRSRO a rating with respect
to a class of short-term debt obligations that is comparable in priority and
security with the investment in one of the two highest rating categories for
short-term obligations or if not rated, will be of comparable quality as
determined by the Trustees of the Trust. Currently, there are six NRSROs: Duff
and Phelps Inc., Fitch Investors Services, Inc., IBCA Limited and its affiliate
IBCA Inc., Thompson BankWatch, Inc., Moody's Investors Service Inc. and Standard
& Poor's Rating Group.
The rating applied to a security at the time the security is purchased by the
Fund may be changed while the Fund holds such security in its portfolio. This
change may affect, but will not necessarily compel, a decision to dispose of a
security. If the major rating services used by the Fund were to alter their
standards or systems for rating, the Fund would then employ ratings under the
revised standards or systems that would be comparable to those specified in its
current investment objective, policies and restrictions.
RULE 2A-7. The Board of Trustees has established procedures in compliance with
Rule 2a-7 under the 1940 Act that include reviews of portfolio holdings by the
Trustees at such intervals as they may deem appropriate to determine whether the
net asset value of the Fund, calculated by using available market quotations,
deviates from $1.00 per share and, if so, whether such deviation may result in
material dilution or is otherwise unfair to existing
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<PAGE>
shareholders. In the event the Trustees determine that a deviation having such a
result exists, they intend to take such corrective action as they deem necessary
and appropriate, including the sale of portfolio instruments prior to maturity
in order to realize capital gains or losses or to shorten average portfolio
maturity; withholding dividends; or establishing a net asset value per share by
using available market quotations; in which case, the net asset value could
possibly be greater or less than $1.00 per share. If the Trustees deem it
inadvisable to continue the practice of maintaining the net asset value at $1.00
per share, they may alter this procedure. The shareholders of the Fund will be
notified promptly after any such change.
Any increase in the value of a shareholder's investment in the Fund resulting
from the reinvestment of dividend income is reflected by an increase in the
number of shares in the shareholder's account.
FUND POLICIES
- -------------
The Fund is subject to the following restrictions which may not be changed
without approval of the lesser of (i) 67% or more of that Fund's shares present
at a meeting if the holders of more than 50% of the outstanding shares are
present in person or represented by proxy, or (ii) more than 50% of that Fund's
outstanding shares. Any investment restriction that involves a maximum or
minimum percentage of securities or assets shall not be considered to be
violated unless an excess over or a deficiency under the percentage occurs
immediately after, and is caused by, an acquisition or disposition of securities
or utilization of assets by the Fund.
The Fund may not:
1. Borrow money or issue senior securities except that the Fund may borrow
to the extent permitted by the 1940 Act for temporary or emergency
purposes to satisfy redemption requests.
2. Underwrite securities issued by other persons except to the extent that,
in connection with the disposition of its portfolio investments, it may
be deemed to be an underwriter under Federal securities laws.
3. Concentrate 25% or more of its total assets in a particular industry,
except the Fund may invest up to 100% of its assets in the financial
services industry.
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<PAGE>
4. Purchase or sell mortgages or real estate, or invest in real estate
limited partnerships, although it may purchase securities of issuers
that deal in real estate and may purchase securities that are secured by
interests in real estate.
5. Lend any funds or other assets, except that the Fund may, consistent
with its investment objective and policies: (a) invest in debt
obligations including bonds, debentures or other debt securities,
bankers' acceptances and commercial paper, even though the purchase of
such obligations may be deemed to be the making of loans, (b) enter into
repurchase agreements, and (c) lend its portfolio securities in an
amount not to exceed one-third of the value of its total assets,
provided such loans are made in accordance with applicable guidelines
established by the Securities and Exchange Commission.
6. With respect to 75% of its assets, purchase the securities of any issuer
if such purchase would cause more than 5% of the value of its total
assets (taken at market value at the time of such investment) to be
invested in the securities of such issuer except (a) U.S. Government
securities including securities issued by its agencies and
instrumentalities (or repurchase agreements with respect thereto), and
(b) obligations issued by U.S. banks.
7. With respect to 75% of its assets, purchase the securities of any issuer
if such purchase would cause more than 5% of the voting securities, or
more than 10% of the securities of any class of such issuer (taken at
the time of such investment), to be held by the Fund.
In addition, the Fund may not change its investment objective of seeking to
provide as high a level of current income as is consistent with the preservation
of capital and liquidity and the maintenance of a stable $1.00 per share net
asset value without shareholder approval.
MANAGEMENT OF THE TRUST
- -----------------------
The Trust is managed by a Board of Trustees. The Trustees are responsible for
managing the Trust's business affairs and for exercising all of the Trust's
powers except those reserved for the shareholders.
The Trustees and the executive officers of the Trust are listed below, together
with information as to their principal occupations during the past five years
and other principal business affiliations. Each currently holds the equivalent
position as Trustee and/or officer of CIGNA High Income Shares, CIGNA
Institutional Funds Group and CIGNA Variable Products Group
Page 8
<PAGE>
(except for Mr. Forde, who is not a Trustee of CIGNA Variable Products Group),
and holds a similar position as Director and/or executive officer of INA
Investment Securities, Inc. Correspondence with any Trustee or officer may be
addressed to the Trust, 100 Front Street, Suite 300, Worcester, Massachusetts
01601.
HUGH R. BEATH, 67, Trustee; Advisory Director, AdMedia Corporate Advisors, Inc.
(investment banking); previously Managing Director, Admedia Corporate Advisors,
Inc.; Chairman of the Board of Directors, Beath Advisors, Inc. (investment
advisor).
RICHARD H. FORDE*, 45, Trustee; Senior Managing Director and President of CIGNA
International Investment Advisors, Ltd.; Chairman of the Board and President,
CIGNA Funds Group and other investment companies in CIGNA Funds' complex. Mr.
Forde is also an officer or director of various other entities which are
subsidiaries or affiliates of CIGNA.
RUSSELL H. JONES, 54, Trustee; Vice President and Treasurer, Kaman Corporation
(helicopters and aircraft components, industrial products and services);
Trustee, Connecticut Policy and Economic Counsel; Corporator, Hartford Seminary;
Secretary, Bloomfield Chamber of Commerce.
THOMAS C. JONES*, 51, Trustee; President, CIGNA Investment Management; President
and Director, CIGNA Investment Group, Inc. and CII; Director, CIGNA
International Investment Advisors, Ltd. Mr. Jones is also an officer or director
of various other entities which are subsidiaries or affiliates of CIGNA.
Previously President, CIGNA Individual Insurance, a division of CIGNA;
President, CIGNA Reinsurance--Property & Casualty, a division of CIGNA;
Executive Vice President and Director, NAC RE Corporation (property and casualty
reinsurance).
PAUL J. MCDONALD, 54, Trustee; Senior Executive Vice President and Chief
Administrative Officer, Friendly Ice Cream Corporation (family restaurants/dairy
products); Chairman, Dean's Advisory
Council, University of Massachusetts School of Management; Director, Springfield
YMCA; Trustee, Basketball Hall of Fame; Regional Director-Western Massachusetts,
Bank of Boston. Previously, Executive Vice President, Finance and Chief
Financial Officer, Friendly Ice Cream Corporation.
ALFRED A. BINGHAM III, 53, Vice President and Treasurer, CIGNA Funds Group,
CIGNA Institutional Funds Group, CIGNA Variable Products Group, CIGNA High
Income Shares and INA Investment Securities, Inc.; Assistant Vice President,
CII.
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<PAGE>
JEFFREY S. WINER, 41, Senior Counsel, CIGNA; Vice President and Secretary, CIGNA
Funds Group, CIGNA Institutional Funds Group, CIGNA Variable Products Group,
CIGNA High Income Shares and INA Investment Securities, Inc.; previously
Counsel, CIGNA.
*Trustees identified with an asterisk are considered interested persons of the
Funds within the meaning of the 1940 Act because of their affiliation with CIGNA
Corporation or its affiliates.
The Board has created an Audit Committee from among its members which meets
periodically with representatives of PricewaterhouseCoopers LLP, independent
accountants for the Trust, a Contracts Committee which, as part of its duties,
considers the terms and the renewal of the Master Investment Advisory Agreement
with CIGNA Investments, and a Nominating Committee which considers the
identification of new members of the Board and the compensation of Trustees. The
Nominating Committee, Audit Committee and Contracts Committee consist of
Trustees who are not affiliated with CIGNA Corporation or any of its
subsidiaries.
The Trust pays no compensation to any of its officers, other than the
reimbursement of the costs of the Office of the Treasurer and the Office of the
Secretary, or to any of their Trustees who are officers or employees of CIGNA
Corporation or its affiliates. The following table shows compensation paid by
the Trusts and other investment companies in the CIGNA fund complex to Trust
Trustees in 1997:
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<PAGE>
<TABLE>
<CAPTION>
Pension or
Retirement Total
Benefits Compensation
Accrued As from Trust and
Aggregate Part of Estimated Annual CIGNA Fund
Name of Person, Compensation Trust Benefits Upon Complex Paid to
Position with Trust from Trust Expense Retirement Trustees(d)
- -----------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
R. Bruce Albro, Trustee, $ - $ - $ - $ -
Chairman and President (a)
Hugh R. Beath, Trustee (b) $ 2,800 - - $24,600
Russell H. Jones, Trustee $ 2,800 - - $24,600
Thomas C. Jones, Trustee - - - -
Paul J. McDonald, Trustee (c) $ 2,800 - - $24,600
Arthur C. Reeds, III, - - - -
Trustee(e)
----------- ----------- ---------- ----------
$8,400 $ $ $73,800
=========== =========== =========== ==========
</TABLE>
- ------------------------
(a) Mr. Albro retired from CIGNA Corporation and resigned from the Trust in
1998.
(b) All but $403 of Mr. Beath's 1997 compensation was deferred under a plan
for all CIGNA funds in which he had an aggregate balance of $167,185 as of
December 31, 1997.
(c) All but $403 of Mr. McDonald's 1997 compensation was deferred under a plan
for all CIGNA funds in which he had an aggregate balance of $80,886 as of
December 31, 1997.
(d) There were four (4) investment companies besides the Trust in the CIGNA
fund complex.
(e) Mr. Reeds retired from CIGNA Corporation and resigned from the Trust in
1997.
CONTROL PERSONS AND PRINCIPAL HOLDERS OF SECURITIES
- ---------------------------------------------------
As of November 23, 1998, record and beneficial owners of five percent or more of
the shares of the Money Market Fund were as follows:
PERCENTAGE OF
SHAREHOLDER ADDRESS OWNERSHIP
CIGNA Health Plan of California 505 North Brand Blvd. 25.7%
Glendale CA 91205
CIGNA Community Choice (Arizona 11001 N. Black Canyon Highway 7.0%
corporation) Phoenix, AZ 85029
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Healthsource North Carolina, Inc. 701 Corporate Center Drive 8.6%
Raleigh, NC 27607
Healthsource, Inc. (New Hampshire Two College Park Drive 9.9%
corporation) Hooksett, NH 03106
Healthsource, Preferred, Inc. 54 Regional Drive 5.9%
(New Hampshire corporation) Concord, NH 03301
The Trustees and officers do not own any Fund shares. By virtue of owning more
than 25% of the shares of the fund, CIGNA Healthplan of California is deemed to
control the Fund. This control does not affect the voting rights of other Fund
shareholders. CIGNA Healthplan of California is an indirect, wholly owned
subsidiary of CIGNA Corporation.
INVESTMENT ADVISORY AND OTHER SERVICES
- --------------------------------------
The investment adviser to the Fund is CIGNA Investments, an indirect,
wholly-owned subsidiary of CIGNA Corporation. CIGNA Investments also serves as
investment adviser for other investment companies sponsored by affiliates of
CIGNA Corporation, and for a number of pension, advisory, corporate and other
accounts. CIGNA Investments and other affiliates of CIGNA Corporation manage
combined assets of approximately $64 billion. CIGNA Investments's mailing
address is 900 Cottage Grove Road, Hartford, Connecticut 06152.
Pursuant to the Master Investment Advisory Agreements between the Trust and
CIGNA Investments, CIGNA Investments manages the investment and reinvestment of
the assets of the Funds.
Subject to the control and periodic review of the Board of Trustees of the
Trust, CIGNA Investments determines what investments shall be purchased, held,
sold or exchanged for the account of the Fund. Accordingly, the role of the
Trustees is not to approve specific investments, but rather to exercise a
control and review function.
The Trust pays all expenses not specifically assumed by CIGNA Investments
including compensation and expenses of Trustees who are not Directors, officers
or employees of CIGNA Investments or any other affiliates of CIGNA Corporation;
investment management fees; registration, filing and other fees in connection
with filings with regulatory authorities; the fees and expenses of independent
accountants; costs of printing and mailing registration statements,
prospectuses, proxy statements, and annual and periodic reports to shareholders;
custodian and transfer agent fees; brokerage commissions and securities
transactions costs incurred by the Trust; taxes and corporate fees; legal fees
incurred in connection with the affairs of the Trust; expenses of meetings of
the shareholders and Trustees; and any expenses allocated or allocable to a
specific class of shares.
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<PAGE>
CIGNA Investments, at its own expense, furnishes to the Trust office space and
facilities and, except with respect to the Office of the Treasurer and Office of
the Secretary as provided in the Master Investment Advisory Agreement, all
personnel for managing the affairs of the Trust and the Fund. The Trust and
other registered investment companies advised by CIGNA Investments have agreed
to reimburse CIGNA Investments for its costs of maintaining the Office of the
Treasurer and the cost of the Office of the Secretary as provided in their
respective investment advisory agreements. CIGNA Investments has estimated that
in 1998 the total expenses of the Office of the Treasurer for all funds in the
CIGNA fund complex will not exceed $392,000 and the expenses of the Office of
the Secretary are not expected to exceed $118,000. The portion of these expenses
allocated to the Fund for calendar year 1998 are not expected to exceed $74,803
and $22,517, respectively.
In 1997 the costs reimbursed by the Fund for the Office of the Treasurer and the
Office of the Secretary totalled $81,822 ($64,233 Office of the Treasurer;
$17,589 - Office of the Secretary). The Board of Trustees of the Trust has
approved the method under which this cost will be allocated to the Trust, and
then to each Fund.
As full compensation for the investment management and all other services
rendered by CIGNA Investments, the Fund pays CIGNA Investments a separate fee
computed daily and paid monthly at annual rates based on 0.35% of the value of
the Fund's average daily net assets. Management fees for the Trusts other series
are also based on a percentage of the value of each series average daily net
assets. The management fee for each class of the Fund is based on 0.35% of each
class' average daily net assets.
Trust-wide expenses not identifiable to any particular series of the Trust will
be allocated among the series. CIGNA Investments has voluntarily agreed, until
April 30, 2000, to reimburse the Fund to the extent that the annual operating
expenses in any one year (excluding interest, taxes, amortized organizational
expense, transaction costs in acquiring and disposing of portfolio securities
and extraordinary expenses) of the Fund exceed a percentage of the value of the
Fund's average daily net assets, as follows:
Institutional Retail Service
Class Class
------------- --------------
Money Market Fund .45% 1.00%
CIGNA Money Market Fund incurred a management fee of $446,085, $111,530 and
$26,892 in 1997, 1996 and 1995, respectively. However, due to the expense
limitation, CIGNA Investments waived $88,881 and $78,697 of this fee in 1997 and
1996, respectively and waived its management fees and reimbursed $23,194 to the
Fund in 1995.
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The Master Investment Advisory Agreement provides that it will continue from
year to year as to the Fund provided that such continuance is specifically
approved at least annually: (a) by a vote of the "majority of the outstanding
voting securities" (as such term is defined in the 1940 Act) of that Fund or by
the Board of Trustees of the Trust, and (b) by a vote of a majority of the
Trustees who are not parties to the agreement or "interested persons" (as
defined in the 1940 Act) of any party thereto, cast in person at a meeting
called for the purpose of voting on such approval. The Master Investment
Advisory Agreement provides that it (i) may be terminated at any time without
penalty (a) upon 60 days' written notice by vote of the Trustees of the Trust,
or with respect to any series of the Trust, by vote of a majority of the
outstanding voting securities of that series, or (b) by CIGNA Investments upon
90 days' written notice to the Trust in the case of the Master Investment
Advisory Agreement and (ii) will automatically terminate in the event of its
"assignment" (as such term is defined in the 1940 Act).
Each Master Trust Agreement acknowledges CIGNA Corporation's control over the
name "CIGNA". The Trust and the Fund would be obliged to change their names to
eliminate the word "CIGNA" (to the extent they could lawfully do so) in the
event CIGNA Corporation were to withdraw its permission for use of such name.
CIGNA Corporation has agreed not to withdraw such permission from the Trust or a
series of the Trust so long as an affiliate of CIGNA Corporation shall be the
investment adviser for such series.
UNDERWRITER
- -----------
CIGNA Financial Services ("CFS") serves as the Trusts' distributor pursuant to a
distribution contract which is subject to annual approval by the Board of
Trustees. CFS is an indirect, wholly-owned subsidiary of CIGNA Corporation and,
along with CIGNA Investments, is under the control of CIGNA Corporation. CFS's
address is One Commercial Plaza, Hartford, CT 06103. The distribution contract
is terminable without penalty, at any time, by the Trust upon 60 days' written
notice to CFS or by CFS upon 60 days' notice, to the Trust. CFS is not obligated
to sell any specific amount of Trust shares. Pursuant to the distribution
contract, CFS continuously offers Fund shares. CFS received no compensation for
distributing Fund shares in 1997.
The Fund, on behalf of its Retail Service class, has adopted a plan under rule
12b-1 of the 1940 Act. The plan was adopted in October 1998 and activities for
which payment will be made under the plan will begin in 1999. Under the terms of
the 12b-1 plan, the Fund is authorized to pay shareholder service and
distribution expenses at the annual rate of up to .35% of the average daily net
assets of the Retail Service class of the Fund during the period. A portion of
the fees payable under the 12b-1 plan (0.25% of Retail Service class assets per
annum) is designated as fees for providing shareholder services. The balance (up
to 0.10% of Retail Service class assets
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<PAGE>
per annum) may be used to reimburse CFS for expenses and costs associated with
activities primarily intended to result in the sale of Retail Service class
shares. These costs and expenses may include those associated with CFS
employees.
The principal types of shareholder service activities that providers will
furnish under the plan include receiving, aggregating, and processing
shareholder or beneficial owner orders; providing and maintaining retirement
account and other records; communicating periodically with shareholders; acting
as the sole shareholder of record and nominee for shareholders; answering
questions and handling correspondence from shareholders about their accounts;
and performing similar account administration services.
The principal types of distribution activities that providers will furnish under
the plan are answering telephone inquiries and processing request for
information; formulating and implementing marketing and promotional activities;
printing and distributing prospectuses to prospective shareholders, and other
activities primarily intended to result in the sale of Retail Service class
shares.
The Fund anticipates that the plan will result in increased sales of Fund shares
and an increase in the amount of assets in the Fund, permitting various Fund
expenses (such as custodian fees, audit and legal fees, trustee fees) to be
spread across a larger shareholder base and amount of assets, permitting greater
economies of scale.
CUSTODIAN AND TRANSFER AGENT
- ----------------------------
The Trusts' Custodian and Transfer Agent is State Street Bank and Trust Company
("State Street"), Boston, Massachusetts 02107. Under its Custodian Agreement,
State Street maintains the portfolio securities of each Fund, administers the
purchases and sales of portfolio securities, collects interest and dividends and
other distributions made on the securities held in the portfolio, determines the
net asset value of shares of each Fund on a daily basis and performs such other
ministerial duties as are included in the Custodian Agreement and Agency
Agreement, copies of which are on file with the Securities and Exchange
Commission.
INDEPENDENT ACCOUNTANTS
- -----------------------
PricewaterhouseCoopers LLP acts as independent accountant for the Trust. Its
offices are at 160 Federal Street, Boston, Massachusetts 02110.
PricewaterhouseCoopers LLP representatives annually perform an audit of the
financial statements of the Trust's series and provide accounting advice and
services throughout the year. PricewaterhouseCoopers LLP reports its activities
and the results of its audit to the Audit Committee of the Board of Trustees.
PricewaterhouseCoopers LLP also provides certain tax advice to the Trust.
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<PAGE>
BROKERAGE ALLOCATION AND OTHER PRACTICES
- ----------------------------------------
With respect to Fund transactions, it is the policy of CIGNA Investments on
behalf of its clients, including the Fund, to have purchases and sales of
portfolio securities executed at the most favorable prices, considering all
costs of the transaction, including brokerage commissions and spreads, and
research services, consistent with obtaining best execution.
In seeking best execution, CIGNA Investments will select brokers/dealers on the
basis of their professional capability and the value and quality of their
brokerage services. Brokerage services include the ability to execute most
effectively large orders without adversely affecting markets and the positioning
of securities in order to effect orderly sales for clients.
The officers of CIGNA Investments will determine, generally without limitation,
the brokers/dealers through whom, and the commission rates or spreads at which,
securities transactions for client accounts are executed. The officers of CIGNA
Investments may select a broker/dealer who may receive a commission for
portfolio transactions exceeding the amount another broker/dealer would have
charged for the same transaction if they determine that such amount of
commission is reasonable in relation to the value of the brokerage or research
services performed or provided by the executing broker/dealer, viewed in terms
of either that particular transaction or CIGNA Investments' overall
responsibilities to the client for whose account such portfolio transaction is
executed and other accounts advised by CIGNA Investments or accounts advised by
other investment advisers which are related persons of CIGNA Investments.
Portfolio transactions placed through dealers serving as primary market makers
are effected at net prices, without commissions as such, but which include
compensation in the form of mark up or mark down.
If two or more brokers/dealers are considered able to offer the same favorable
price with the equivalent likelihood of best execution, the officers of CIGNA
Investments may prefer the broker/dealer who has furnished research services.
Research services include market information, analysis of specific issues,
presentation of special situations and trading opportunities on a timely basis,
advice concerning industries, economic factors and trends, portfolio strategy
and performance of accounts. Research services are used in advising all
accounts, including accounts advised by related persons of CIGNA Investments,
and not all such services are necessarily used by CIGNA Investments in
connection with the specific account that paid commissions to the broker/dealer
providing such services.
The overall reasonableness of brokerage commissions paid is evaluated
continually. Such evaluation includes review of what competing brokers/dealers
are willing to charge for similar types of services
Page 16
<PAGE>
and what discounts are being granted by brokerage firms. The evaluation also
considers the timeliness and accuracy of the research received.
In addition, CIGNA Investments may, if permitted by applicable law, use
brokerage commissions to pay for products or services (other than brokerage and
research services) obtained from broker/dealers and third parties in accordance
with SEC Release 34-23170 dated April 23, 1986. Pursuant to that Release,
products and services which provide lawful and appropriate assistance to CIGNA
Investments' investment decision-making process may be paid for with brokerage
commissions to the extent such products and services are used in that process.
Where the research service product has a mixed use, that is, the product may
serve a number of functions certain of which are not related to the making of
investment decisions, CIGNA Investments allocates the cost of the product on a
basis which they deem reasonable, according to the various uses of the product,
and maintains records documenting the allocation process followed. Only that
portion of the cost of the product allocable to research services is paid
through credit earned from the Fund's brokerage business. CIGNA Investments will
not acquire research services through the generation of credits with respect to
the Funds' principal transactions or transactions in financial futures, except
in new issue fixed price underwritings. CIGNA Money Market Fund paid no
brokerage commissions in 1995, 1996 or 1997.
As of December 31, 1997, Sanford C. Bernstein & Co., Inc. ("Sanford Bernstein"),
767 Fifth Avenue, New York, NY 10153, reported that it held 6,263,994 shares or
8.66% of the outstanding common stock of CIGNA for the accounts of discretionary
clients who have the right to receive dividends these shares and any proceeds
from the sale of these shares. Sanford Bernstein also reported sole voting power
as to 3,368,544, shared voting power ass to 749,963, and sole dispositive power
as to all of these shares. Wellington Management Company, LLP ("Wellington"), 75
State Street, Boston, MA 02109, reported that as of December 31, 1997 it held
4,276,700 shares, or 5.91% of the outstanding common stock of CIGNA for the
accounts of discretionary clients who have the right to receive dividends on
these shares and any proceeds from the sale of these shares. Wellington also
reported sole voting power as to none, shared voting power as to 323,700, and
shared dispositive power as to all of these shares. Swiss Bank Corporation
("Swiss Bank"), Aeschenplatz 6 CH- 4002, Basel, Switzerland, reported on a joint
basis with its subsidiaries, SBC Holding (USA), Inc. ("SBC"), Brinson Partners,
Inc. and Brinson Holdings, Inc. that as of December 31, 1997, Swiss Bankand SBC
had shared voting and dispositive power over 3,868,333 shares, or 5.35% of the
outstanding common stock of CIGNA. Brinson Partners, Inc. and Brinson Holdings,
Inc. reported shared voting and dispositive power over 3,859,472 shares.
Neither the Trust nor CIGNA Investments presently allocate brokerage commissions
to, or place orders for portfolio transactions with,
Page 17
<PAGE>
either directly or indirectly, brokers or dealers based on their sales of Fund
shares. Except as noted, neither the Trust nor CIGNA Investments utilize an
affiliated broker or dealer in effecting Fund portfolio transactions and do not
recapture commissions paid in such transactions.
CAPITAL STOCK
- -------------
The capitalization of the Trust consists solely of an unlimited number of shares
of beneficial interest with a par value of $0.001 each.
The Institutional, Retail, and Retail Service class of the Fund represent
interests in Fund's assets and have identical voting, dividend, liquidation and
other rights on the same terms and conditions, except that each class of shares
bears differing class- specific expenses and exchange privileges, the Retail
class has exclusive voting rights on matters pertaining to its shareholder
services plan, and the Retail Service class has exclusive voting rights on
matters pertaining to its shareholder services plan and distribution plan.
Under Massachusetts law, the Trust's shareholders could, under certain
circumstances, be held personally liable for the obligations of the Trust.
However, the Trust's Master Trust Agreement disclaims liability of the
shareholders, Trustees or officers of the Trust for acts or obligations of the
Trust, which are binding only on the assets and property of the Trust, and
requires that notice of the disclaimer be given in each contract or obligation
entered into or executed by the Trust or the Trustees. The Master Trust
Agreement provides for indemnification out of Trust property for all loss and
expense of any shareholder held personally liable for the obligations of the
Trust. The risk of a shareholder incurring financial loss on account of
shareholder liability is limited to circumstances in which the Trust itself
would be unable to meet its obligations and thus should be considered remote.
Shares of the Fund will entitle their holders to one vote per share (with
proportionate voting for fractional shares), irrespective of the relative net
asset value of the shares of any other series of the Trust. On any matter
submitted to a vote of shareholders of the Trust, all shares of the Trust then
issued and outstanding shall be voted in the aggregate. However, on matters
affecting an individual series or class of shares, a separate vote of
shareholders of that series or class would be required. Shareholders of a series
or class would not be entitled to vote on any matter which does not affect that
series or class but which would require a separate vote of another series or
class.
When issued, shares of the Fund are fully paid and nonassessable, and have no
preemptive or subscription rights. There are no conversion rights. Shares do not
have cumulative voting rights, which means
Page 18
<PAGE>
that in situations in which shareholders elect Trustees, holders of more than
50% of the shares voting for the election of Trustees can elect 100% of the
Trustees of the Trust and the holders of less than 50% of the shares voting for
the election of Trustees will not be able to elect any Trustees.
PURCHASE, REDEMPTION AND PRICING OF SECURITIES
- ----------------------------------------------
Shares of the Fund are sold on a continuous basis without any initial sales
charge or contingent deferred charge at the Fund's net asset value per share.
The Fund does not issue share certificates.
Retirement and Savings Plan Participants
- ----------------------------------------
The Fund may be available as an investment option in employer-sponsored
retirement or savings plans. All orders to purchase shares must be made through
and in accordance with procedures established by the participant's employer or
plan administrator. The plan administrator can provide participants with
detailed information on how to participate in the plan and how to select the
Fund as an investment option.
Brokerage Account Purchases
- ---------------------------
All investors other than affiliates of CIGNA Corporation or employer sponsored
retirement or savings plan participants must purchase shares through CFS, the
Fund's underwriter, or a dealer who has entered into a dealer agreement with
CFS. Orders placed through a brokerage representative are priced as of the close
of business on the day the order is received by CIGNA Funds Shareholder Services
or the transfer agent, provided the order is received by 4:00 p.m. Eastern Time.
Brokerage representatives are responsible for the prompt transmission of
purchase and redemption orders placed through them by shareholders.
The Fund reserves the right to revise its redemption procedures on 30-days'
notice. The Fund may suspend redemptions or postpone the date of payment during
any period when: (a) the New York Stock Exchange is closed for other than
customary weekend and holiday closings or trading on such Exchange is
restricted; (b) the Securities and Exchange Commission has by order permitted
such suspension for the protection of the Fund's shareholders; or (c) an
emergency exists as determined by the Securities and Exchange Commission making
disposal of portfolio securities or valuation of net assets of the Fund not
reasonably practicable.
A fund's net asset value is calculated by dividing the number of outstanding
shares into the net assets of the fund. Net assets are the excess of a fund's
assets over its liabilities.
The investments of the Money Market Fund are valued at amortized cost. The
amortized cost of an instrument is determined by valuing
Page 19
<PAGE>
it at cost originally and thereafter amortizing any discount or premium from its
face value at a constant rate until maturity, regardless of the effect of
fluctuating interest rates or other factors on the market value of the
instrument. The amortized cost method may result at times in determinations of
value that are higher or lower than the price the Fund would receive if the
instruments were sold. During periods of declining interest rates, use by the
Fund of the amortized cost method of valuing its portfolio may result in a lower
value than the market value of the portfolio, which could be an advantage to new
investors relative to existing shareholders. The converse would apply in a
period of rising interest rates.
The valuation of the investments of the Money Market Fund at amortized cost is
permitted by the Securities and Exchange Commission, and the Fund is required to
adhere to certain conditions so long as they use this valuation method. The
Money Market Fund will maintain a dollar-weighted average portfolio maturity of
90 days or less, will purchase only instruments having remaining maturities of
397 days or less (except as permitted under Rule 2a-7 of the 1940 Act with
respect to variable and floating rate instruments) and will invest only in
securities determined by the Board of Trustees to be of high quality with
minimal credit risks. The Board of Trustees has also established procedures
reasonably designed, taking into account current market conditions and the
Fund's investment objective, to stabilize the Fund's price per share as computed
for the purpose of distribution, redemption and repurchase at $1.00. Such
procedures include a review of the Fund's portfolio holdings by the Board of
Trustees, at such intervals as they may deem appropriate, to determine whether
the Fund's net asset value, calculated by using readily available market
quotations, deviates from $1.00 per share, and, if so, whether such deviation
may result in material dilution or is otherwise unfair to existing shareholders.
In the event the Board of Trustees determines that such a deviation exists, it
will take such corrective action as it deems necessary and appropriate,
including selling portfolio instruments prior to maturity to realize capital
gains or losses or to shorten average portfolio maturity; withholding dividends;
redeeming shares in kind; or establishing a net asset value per share by using
readily available market quotations in which case, the net asset value could
possibly be greater or less than $1.00 per share.
TAX MATTERS
- -----------
All shareholders should consult a qualified tax adviser regarding their
investment in a Fund.
The series of shares of the Trust is treated as a separate association taxable
as a corporation.
The Fund intends to qualify and elect to be treated under the Internal Revenue
Code of 1986 (the Code), as amended, as a regulated investment company (RIC) for
each taxable year. As of the date
Page 20
<PAGE>
hereof, the Fund must, among other things meet the following requirements: A.
The Fund must generally derive at least 90% of its gross income from dividends,
interest, payments with respect to securities loans, gains from the sale or
other disposition of stock, securities, foreign currencies, or other income
derived with respect to its business of investing in such stock, securities or
currencies. B. The Fund must diversify its holdings so that, at the end of each
fiscal quarter: i) at least 50% of the market value of the Fund's total assets
is represented by cash, U.S. Government securities and other securities, with
such other securities limited, with respect to any one issuer, to an amount not
greater than 5% of the Fund's total assets and not more than 10% of the
outstanding voting securities of such issuer, and ii) not more than 25% of the
value of its total assets is invested in the securities of any one issuer (other
than U.S. Government securities).
The Fund intends to satisfy requirements under the Code relating to the
distribution of its net income so that, in general, the Fund will not be subject
to Federal income tax (FIT) on its investment company taxable income and net
capital gains designated by the Fund as capital gain dividends, if any, that it
distributes to shareholders on a timely basis. The Fund intends to distribute to
its shareholders, at least annually, substantially all of its investment company
taxable income and any net capital gains.
The Fund is subject to a nondeductible 4% excise tax if it does not meet certain
distribution requirements under the Code. To avoid this excise tax, during each
calendar year, a fund must distribute: 1) at least 98% of its ordinary income
(not taking into account any capital gains or losses) for the calendar year, 2)
at least 98% of its capital gains in excess of its capital losses for the twelve
month period ending on October 31 of the calendar year, and 3) all ordinary
income and capital gains from previous years that were not distributed during
such years.
Dividends declared to shareholders of record on a date in October, November or
December will be taxable to shareholders in the year declared as long as the
Fund pays the dividends no later than January of the following year.
Section 1092 of the Code affects the taxation of certain transactions involving
futures or options contracts. If a futures or options contract is part of a
"straddle" (which could include another futures or options contract or
underlying stock or securities), as defined in Section 1092 of the Code, then,
generally, losses are deferred first, to the extent that the modified "wash
sale" rules of the Section 1092 regulations apply, and second to the extent of
unrecognized gains on offsetting positions. Further, a fund may be required to
capitalize, rather than deduct currently, any interest expense on indebtedness
incurred or continued to purchase or carry any positions that are part of a
straddle. Sections 1092 and 246 of the Code and the Regulations thereunder also
suspend the holding periods for straddle
Page 21
<PAGE>
positions with possible adverse effects regarding long-term capital gain
treatment and the corporate dividends-received deduction. In certain cases, the
"wash sale" rules of Section 1091 of the Code may operate to defer deductions
for losses.
Section 1256 of the Code generally requires that certain futures and options be
"marked-to-market" at the end of each year for FIT purposes. Section 1256
further characterizes 60% of any gain or loss with respect to such futures and
options as long-term capital gain or loss and 40% as short-term capital gain or
loss. If such a future or option is held as an offsetting position and can be
considered a straddle under Section 1092 of the Code such a straddle will
constitute a mixed straddle. A mixed straddle will be subject to both Section
1256 and Section 1092 unless certain elections are made by the Fund.
Upon a sale or redemption of Fund shares, a shareholder who is not a dealer in
securities will realize gain or loss which will be treated as long-term capital
gain or loss if the shares have been held for more than one year, and otherwise
as short-term capital gain or loss. However, if a shareholder disposes of shares
held for six months or less, any loss realized will be characterized as
long-term capital loss to the extent of any capital gain dividends made to such
shareholder prior to such disposition. In addition, shareholders need to
consider the general wash sale rule which may impact shareholders who sell their
shares at a loss and purchase shares within a sixty-one day time frame.
PERFORMANCE INFORMATION
- -----------------------
Total return figures for the Fund are neither fixed nor guaranteed, and a Fund's
principal is not insured. Performance quotations reflect historical information
and should not be considered representative of a Fund's performance for any
period in the future. Performance is a function of a number of factors which can
be expected to fluctuate.
The standard formula for calculating annualized yield for the CIGNA Money Market
Fund is as follows:
Y = V1 - Vo x 365
------- ---
Vo 7
Where Y = 7 day annualized yield.
Vo = the value of a hypothetical pre-existing account in the Fund
having a balance of one share at the beginning of a stated
seven-day period.
V1 = the value of such an account at the end of the stated period.
V1 - Vo = base period return.
-------
Vo
Page 22
<PAGE>
The annualized yield for the CIGNA Money Market Fund (Institutional class) for
the 7 days ended December 31, 1997 was 5.30%.
The standard formula for calculating effective annualized yield for the CIGNA
Money Market Fund is as follows:
EY = [(Y+1)/365/7/] - 1
Where EY = effective annualized yield.
Y = base period return.
The effective annualized yield for CIGNA Money Market Fund (Institutional class)
for the 7 days ended December 31, 1997 was 5.44%.
For the purpose of the annualized yield and effective annualized yield, the net
change in the value of the hypothetical CIGNA Money Market Fund account reflects
the value of additional shares purchased with dividends from the original shares
and any such additional shares, and all fees charged (if any), other than
non-recurring account charges, to all shareholder accounts in proportion to the
length of the base period and the Fund's average account size, but does not
include realized gains and losses or unrealized appreciation and depreciation.
FINANCIAL STATEMENTS
- --------------------
The following Financial Statements are incorporated by reference from the Annual
Report to Shareholders of the Fund for the year ended December 31, 1997 and
filed electronically with the Securities and Exchange Commission on Form N-30D
on March 10, 1998:
Investments In Securities, December 31, 1997
Statement of Assets and Liabilities, December 31, 1997
Statement of Operations, For the Period Ended December 31, 1997
Statement of Changes in Net Assets, For the Period Ended
December 31, 1997
Statement of Changes in Net Assets, For the Year Ended
December 31, 1996
Notes to Financial Statements
Report of Independent Accountants
Page 23
<PAGE>
REGISTRATION STATEMENT
ON
FORM N-1A
PART C: OTHER INFORMATION
ITEM 23. EXHIBITS.
- -----------------
a. Second Amended and Restated Master Trust Agreement of
Registrant dated July 28, 1998, incorporated by reference
to Post-Effective Amendment No. 57 to Registration
Statement filed electronically October 2, 1998.
b. The Amended and Restated By-Laws of Registrant dated April
29, 1997, incorporated by reference to Post-Effective
Amendment No. 55 to Registrant's Registration Statement
filed electronically April 30, 1997.
c. Relative to the rights of shareholders, Article IV and
Article V of Registrant's Second Amended and Restated
Master Trust Agreement dated July 28, 1998 as hereinbefore
incorporated by reference as Exhibit a.
c. (i) Relative to the rights of shareholders, Article 9 of the
Amended and Restated By-Laws of Registrant dated April 29,
1997 as hereinbefore incorporated by reference as Exhibit
b.
d. The First Amended and Restated Master Investment Advisory
Agreement dated as of April 30, 1996 between CIGNA Funds
Group and CIGNA Investments, Inc., incorporated by
reference to Post-Effective Amendment No. 54 to
Registrant's Registration Statement filed electronically
June 28, 1996.
e. The Distribution Agreement dated as of December 1, 1997
between CIGNA Funds Group and CIGNA Financial Services,
Inc., incorporated by reference to Post-Effective
Amendment No. 56 to Registrant's Registration Statement
filed electronically April 30, 1998.
f. None.
g. The Custodian Contract dated as of October 15, 1987
between CIGNA Annuity Funds Group (n/k/a CIGNA Funds
Group) and State Street Bank and Trust Company,
incorporated by reference to Post- Effective Amendment No.
56 to Registrant's Registration Statement filed
electronically April 30, 1998.
g. (i) Side Letter to the Custodian Contract between CIGNA Funds
Group and State Street Bank and Trust Company dated as of
April 30, 1996, incorporated by reference to Post-
Effective Amendment No. 54 to Registrant's Registration
Statement filed electronically June 28, 1996.
h. The Transfer Agency and Service Agreement dated as of July
30, 1985 between CIGNA Annuity Funds Group (n/k/a CIGNA
Funds Group) and State Street Bank and Trust Company,
incorporated by reference to Post-Effective Amendment No.
56 to Registrant's Registration Statement filed
electronically
April 30, 1998.
h. (i) Side Letter to the Transfer Agency and Service Agreement
between CIGNA Funds Group and State Street Bank and Trust
Company dated as of April 30, 1996, incorporated by
reference to Post-Effective Amendment No. 54 to
Registrant's Registration Statement filed electronically
June 28, 1996.
h. (ii) The Agreement For Use Of The Term "CIGNA" dated April 20,
1985 between CIGNA Annuity Funds Group (n/k/a CIGNA Funds
Group) and CIGNA Corporation, incorporated by reference to
Post-Effective Amendment No. 56 to Registrant's
Registration Statement filed electronically April 30,
1998.
C-1
<PAGE>
h. (iii) Form of Trustees' Deferred Fee Agreement, incorporated by
reference to Post-Effective Amendment No. 53 to
Registrant's Registration Statement filed electronically
April 15, 1996.
h. (iv) Form of Shareholder Services Plan between CIGNA Funds
Group and CIGNA Financial Services, Inc., incorporated by
reference to Post-Effective Amendment No. 56 to
Registrant's Registration Statement filed electronically
April 30, 1998.
* h. (v) Form of Sub-Accounting Services Agreement For The Retail
Service Class of CIGNA Money Market Fund (A Series of
CIGNA Funds Group).
* i. Consent of Counsel.
* j. Consent of PricewaterhouseCoopers LLP.
k. None.
l. None.
* m. Rule 12b-1 Plan of CIGNA Money Market Fund (A Series of
CIGNA Funds Group) dated as of October 27, 1998.
* n. Financial Data Schedule.
o. The Dual Class Plan Pursuant to Rule 18f-3 for CIGNA Funds
Group dated as of April 30, 1996, incorporated by
reference to Post-Effective Amendment No. 54 to
Registrant's Registration Statement filed electronically
June 28, 1996.
* o. (i) Amendment to Dual Class Plan Pursuant to Rule 18f-3 For
CIGNA Funds Group dated as of October 27, 1998.
* o. (ii) Multi Class Plan Pursuant to Rule 18f-3 for CIGNA Money
Market Fund dated as of October 27, 1998.
ITEM 24. PERSONS CONTROLLED BY OR UNDER COMMON CONTROL WITH THE FUND.
- --------------------------------------------------------------------
No person is directly or indirectly controlled by or under common control with
CIGNA Funds Group.
ITEM 25. INDEMNIFICATION.
- ------------------------
The Second Amended and Restated Master Trust Agreement, dated July 28, 1998 (the
"Master Trust Agreement"), provides, among other things, for the indemnification
out of Registrant's assets (or the assets of a series of Registrant where
applicable) of the Trustees and officers of Registrant against all liabilities
incurred by them in such capacity, except for liability by reason of wilful
misfeasance, bad faith, gross negligence or reckless disregard of their duties.
Trustees may consult counsel or other experts concerning the meaning and
operation of the Master Trust Agreement, and may rely upon the books and records
of Registrant. Trustees are not liable for errors of judgment, mistakes of fact
or law, or for the negligence of other Trustees or Registrant's officers or
agents.
___________________________
* Filed Herewith.
C-2
<PAGE>
Trustees are not required to give a bond or other security for the performance
of their duties. Payments in compromise of any action brought against a Trustee
or officer may be paid by Registrant if approved by either a majority of
disinterested Trustees or by independent legal counsel. The right of
indemnification under the Master Trust Agreement is not exclusive of any other
rights to which the Trustees or officers may be entitled.
The Master Trust Agreement also provides that shareholders shall be indemnified
and held harmless by the applicable series of Registrant with respect to actions
brought against them in their capacity as shareholders. Also, the Master Trust
Agreement provides that creditors of a series of Registrant may look only to the
assets of that series for payment; and neither shareholders nor Trustees shall
be personally liable therefor. All instruments executed on behalf of Registrant
are required to contain a statement to the effect of the foregoing.
CIGNA Investments, Inc., Registrant and other investment companies managed by
CIGNA Investments, Inc., their officers, trustees, directors and employees (the
"Insured Parties") are insured under an Investment Management Errors and
Omissions Insurance Policy in the amount of $10,000,000 offered by Lloyd's
Insurance Company, an affiliate of Lloyd's of London, on a joint policy basis
with CIGNA Investments, Inc. and CIGNA International Investment Advisors, Ltd.
In addition, Registrant and other investment companies managed by CIGNA
Investments, Inc. and CIGNA International Investment Advisors, Ltd. are insured
under a Lloyd's Insurance Company Investment Company Blanket Bond with a stated
maximum coverage of $10,000,000. Premiums and policy benefits are allocated
among participating companies pursuant to Rule 17g-1(d) under the Investment
Company Act of 1940, as amended.
ITEM 26. BUSINESS AND OTHER CONNECTIONS OF THE INVESTMENT ADVISER.
- -----------------------------------------------------------------
As of the date hereof, CIGNA Investments, Inc. ("CII") serves as investment
adviser to CIGNA Funds Group, to CIGNA Institutional Funds Group, to CIGNA
Variable Products Group and their series of shares and to CIGNA High Income
Shares (CIGNA Funds Group, CIGNA High Income Shares, CIGNA Institutional Funds
Group and CIGNA Variable Products Group, collectively known as the "Trusts") and
to INA Investment Securities, Inc. ("IIS"), all of which (except for IIS and
CIGNA High Income Shares) are open-end investment companies, and to certain
other clients, most of which are affiliated with CIGNA Corporation. For a
description of the business of CII, see its most recent Form ADV (File
No. 801-18094) filed with the Securities and Exchange Commission. The principal
address of each of the foregoing companies is as follows:
CII - 900 Cottage Grove Road, Bloomfield, Connecticut 06002
The Trusts and each of their series of shares - 100 Front Street, Suite
300, Worcester, Massachusetts 01601
IIS - Two Liberty Place, 1601 Chestnut Street, Philadelphia, Pennsylvania
19192
Names of Officers and Directors Positions with the Adviser and
of the Investment Adviser Other Substantial Business Connections
- ------------------------------- --------------------------------------
Harold W. Albert Director and Counsel, CII; Director, CIGNA
International Investment Advisors, Ltd.**;
Chief Counsel, CIGNA Investment Management, a
division of CIGNA Corporation*; Counsel, CIGNA
Investment Advisory Company, Inc.*; Director,
Senior Vice President and Chief Counsel, CIGNA
Investment Group, Inc.*; Director, Global
Portfolio Strategies, Inc.*
C-3
<PAGE>
Robert W. Burgess Director and Senior Vice President, CII;
Director, CIGNA International Investment
Advisors, Ltd.**; Chief Financial Officer,
CIGNA Investment Management, a division of
CIGNA Corporation*; Director and Senior Vice
President, CIGNA Investment Group, Inc.*;
Director, CIGNA Financial Futures, Inc.* and
Global Portfolio Strategies, Inc.*
Thomas C. Jones President and Chief Investment Officer, CIGNA
Investment Management, a division of CIGNA
Corporation*; President and Director, CII and
CIGNA Investment Group, Inc.*; President,
CIGNA Investment Advisory Company, Inc.*;
Director, CIGNA International Investment
Advisors, Ltd.**, CIGNA Financial Futures,
Inc.* and Global Portfolio Strategies, Inc.*;
Trustee, the Trusts; Director, IIS.
Mary Louise Casey Senior Managing Director, CII and CIGNA
Investment Advisory Company, Inc.*
Richard H. Forde Senior Managing Director, CII and CIGNA
Investment Advisory Company, Inc.*; President,
Senior Managing Director and Director, CIGNA
International Investment Advisors, Ltd.**;
Vice President, CIGNA Institutional Funds
Group.
Malcolm S. Smith Senior Managing Director, CII; Director and
Senior Managing Director, CIGNA Investment
Advisory Company, Inc.*
Philip J. Ward Senior Managing Director, CII; Director and
Senior Managing Director, CIGNA Investment
Advisory Company, Inc.*
Kevin D. Barry Managing Director, CII.
Julia B. Bazenas Managing Director, CII.
Marguerite A. Boslaugh Managing Director, CII.
Susan B. Bosworth Managing Director, CII.
Thomas J. Bowen Managing Director, CII and CIGNA Investment
Advisory Company, Inc.*
William C. Carlson Managing Director, CII; previously Vice
President, CII.
Antonio M. Caxide Managing Director, CII and CIGNA International
Investment Advisors, Ltd.**; previously Vice
President, CII and CIGNA International
Investment Advisors, Ltd.**
Richard H. Chase Managing Director, CII.
Rosemary C. Clarke Managing Director, CII and CIGNA Investment
Advisory Company, Inc.*
Rosemary S. Cleaves Managing Director, CII; President and
Director, Global Portfolio Strategies, Inc.*;
previously Vice President, CII.
C-4
<PAGE>
Robert F. DeLucia Managing Director, CII and CIGNA Investment
Advisory Company, Inc.*; Director, Global
Portfolio Strategies, Inc.*
Mark V. DePucchio Managing Director, CII; previously Vice
President, CII.
Michael Q. Doyle Managing Director, CII; previously Vice
President, CII.
Lawrence A. Drake Managing Director, CII and CIGNA Investment
Advisory Company, Inc.*
Denise T. Duffee Managing Director, CII.
John G. Eisele Managing Director, CII.
Robert Fair Managing Director, CII.
John P. Feeney Managing Director, CII.
Thomas R. Foley Managing Director, CII; previously Vice
President, CII.
Keith A. Gollenberg Managing Director, CII; previously Vice
President, CII.
Maurice A. Gordon Managing Director, CII; previously Vice
President, CII.
William J. Grady Managing Director, CII.
Debra J. Height Managing Director, CII and CIGNA Investment
Advisory Company, Inc.*; previously Vice
President, CII and CIGNA Investment Advisory
Company, Inc.*
David R. Johnson Managing Director, CII and CIGNA Investment
Advisory Company, Inc.*
Richard H. Kupchunos Managing Director, CII and CIGNA Investment
Advisory Company, Inc.*
James R. Kuzemchak Managing Director, CII.
Edward Lewis Managing Director, CII.
Timothy J. Lord Managing Director, CII; Vice President, CIGNA
Financial Futures, Inc.*
Richard B. McGauley Managing Director, CII and CIGNA Investment
Advisory Company, Inc.*
Bret E. Meck Managing Director, CII.
Stephen J. Olstein Managing Director, CII.
Stephen A. Osborn Managing Director, CII.
C-5
<PAGE>
Alan C. Petersen Managing Director, CII; Vice President, CIGNA
High Income Shares.
Anthony J. Pierson Managing Director, CII.
Leon Pouncy Managing Director, CII.
Donald F. Rieger, Jr. Managing Director, CII.
Peter F. Roby Managing Director, CII; previously Vice
President, CII.
Frank Sataline, Jr. Managing Director, CII; previously Vice
President, CII.
James G. Schelling Managing Director, CII.
John A. Shaw Managing Director, CII; previously Vice
President, CII.
Joseph W. Springman Managing Director, CII and CIGNA Investment
Advisory Company, Inc.*
William A. Taylor Managing Director, CII.
George Varga Managing Director, CII.
Victor J. Visockis, Jr. Managing Director, CII; previously Vice
President, CII.
Henry C. Wagner, III Managing Director, CII and CIGNA Investment
Advisory Company, Inc.*; President, CIGNA
Financial Futures, Inc.*; previously Vice
President, CII.
Deborah B. Wiacek Managing Director, CII; previously Vice
President, CII.
Stephen H. Wilson Managing Director, CII.
Victor E. Saliterman Senior Vice President, CII.
Jean M. Anderson Vice President, CII.
Thomas P. Au Vice President, CII.
Andrew Brown Vice President, CII.
Timothy C. Burns Vice president, CII and Global Portfolio
Strategies, Inc.*
John D. Carey Vice President, CII.
David M. Cass Vice President, CII.
R. Thomas Clemmenson Vice President, CII.
Maryanne P. DePreaux Vice President, CII.
C-6
<PAGE>
Eric C. DiMiceli Vice President, CII.
Kim L. DiPietro Vice President, CII.
Celia R. Dondes Vice President, CII.
Ronald J. Dupont Vice President, CII and CIGNA Investment
Advisory Company, Inc.*
Mark W. Everette Vice President, CII.
Daniel E. Feder Vice President, CII.
Richard L. Fletcher Vice President, CII.
Jonathan S. Frankel Vice President, CII.
Ivy B. Freedman Vice President, CII.
Susan M. Grayson Vice President, CII and Global Portfolio
Strategies, Inc.*; previously Director, Global
Portfolio Strategies, Inc.*
Dennis P. Hannigan Vice President, CII.
Amy F. Hatfield Vice President, CII.
John Hurley Vice President, CII.
Chuel D. Hwang Vice President, CII.
William H. Jefferis Vice president, CII.
Edward B. Johns Vice President, CII.
Thomas W. Johnson Vice President, CII.
Thomas J. Keene Vice President, CII.
Joseph R. Kennedy Vice President, CII.
Peter K. Kofoed Vice President, CII.
Mark S. Korinek Vice President, CII.
James R. Lagasse Vice President, CII.
Mary S. Law Vice President, CII.
Margaret Y. Leong Vice President, CII.
Paul T. Martin Vice President, CII.
C-7
<PAGE>
Daniel McDonough Vice President, CII, CIGNA International
Investment Advisors, Ltd.** and Global
Portfolio Strategies, Inc.*
Adrienne Milics Vice President, CII.
Dean M. Molinaro Vice President, CII
Linda L. Morel Vice President, CII.
Alpha O. Nicholson, III Vice President, CII; Senior Counsel, CIGNA
companies*.
Ann Marie O'Rourke Vice President, CII.
Pamela S. Peck Vice President, CII.
Elisabeth A. Perenick Vice President, CII.
Scott S. Piccone Vice President, CII.
Elisabeth Piker Vice President, CII.
Thomas J. Podgorski Vice President, CII.
Michael J. Riccio Vice President, CII.
Timothy F. Roberts Vice President and Compliance Officer, CII;
Vice President, International Finance/Global
Compliance, CIGNA Investment Management, a
division of CIGNA Corporation*; Vice President
- Finance and Compliance Officer, CIGNA
International Investment Advisors, Ltd.**;
Compliance Officer, CIGNA Investment Advisory
Company, Inc.*
Alexander Rybchinsky Vice President, CII.
Annette Sanderson Vice President, CII.
Kevin W. Schmitt Vice President, CII.
John R. Schumann Vice President, CII.
Thomas P. Shea, III Vice President, CII.
Philip Spak Vice President, CII.
Marie E. Swartzwelder Vice President, CII and Global Portfolio
Strategies, Inc.*; previously Vice President,
Global Portfolio Strategies, Inc.*
Carlton C. Taylor Vice President, CII.
Patrick H. Thompson Vice President, CII.
C-8
<PAGE>
Ruth D. Van Winkle Vice President, CII and CIGNA Investment
Advisory Company, Inc.*
Michael J. Walker Vice President, CII.
Carey A. White Vice President, CII.
William S. Woodsome Vice President, CII.
Alfred A. Bingham III Assistant Vice President, CII; Vice President
and Treasurer, the Trusts and IIS.
David C. Kopp Secretary, CII, CIGNA Investment Advisory
Company, Inc.*, CIGNA International Investment
Advisors, Ltd.**, CIGNA Investment Group,
Inc.*, Global Portfolio Strategies, Inc.* and
CIGNA Financial Services, Inc.*; Assistant
Corporate Secretary, CIGNA Corporation*;
Corporate Secretary, Connecticut General Life
Insurance Company*; Assistant General Counsel,
CIGNA companies*.
ITEM 27. PRINCIPAL UNDERWRITERS.
- --------------------------------
(a) CIGNA Financial Services, Inc. is the principal underwriter for CIGNA
Funds Group and CIGNA Institutional Funds Group and for their series.
(b) The officers and Directors of CIGNA Financial Services, Inc. as of
November 30, 1998 are:
Name and Principal Positions and Offices Positions and Offices
Business Address* With Underwriter with Registrant
- ------------------ --------------------- ---------------------
Willard S. Bashan Member Board of Directors --------
David J. Castellani Member Board of Directors --------
Byron D. Oliver Member Board of Directors --------
Mark A. Parsons Member Board of Directors --------
Kenneth A. Pouch, Jr. Member Board of Directors --------
David C. Scheinerman Member Board of Directors --------
Willard S. Bashan President --------
David J. Castellani Vice President --------
Walter R. Costenbader Vice President, Treasurer,
Chief Financial Officer
and Compliance Officer --------
Mark A. Parsons Vice President and --------
Chief Counsel
Julia M. Kozlowski Assistant Vice President --------
Robin A. Leavitt Assistant Vice President --------
- --------------------
* 900 Cottage Grove Road, Bloomfield, CT
** Park House, 16 Finsbury Circus, London, England
C-9
<PAGE>
David C. Kopp Secretary --------
Thomas L. Pierce Assistant Secretary --------
David M. Porcello Assistant Secretary --------
Margaret I. Whiteman Assistant Secretary --------
Pamela S. Williams Assistant Secretary --------
VACANT Assistant Treasurer --------
Joy B. Erickson Assistant Compliance Officer --------
(c) Not Applicable
ITEM 28. LOCATION OF ACCOUNTS AND RECORDS.
- ------------------------------------------
Books or other documents required to be maintained by Section 31(a) of the
Investment Company Act of 1940 (15 U.S.C. 80a-30(a)) and the Rules (17 CFR
270.31a-1 to 31a-3) promulgated thereunder and records relating to shareholders
are maintained by State Street Bank and Trust Company, Boston, Massachusetts.
Registrant's corporate records and financial records are maintained c/o CIGNA
Investments, Inc., 900 Cottage Grove Road, Bloomfield, CT 06002.
ITEM 29. MANAGEMENT SERVICES.
- -----------------------------
None.
ITEM 30. UNDERTAKINGS.
- ----------------------
Not Applicable.
- --------------------
* 900 Cottage Grove Road, Bloomfield, CT
** Park House, 16 Finsbury Circus, London, England
C-10
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933 and the Investment
Company Act of 1940, as amended, Registrant, CIGNA Funds Group certifies that it
meets all of the requirements for effectiveness of this registration statement
under Rule 485(b) under the Securities Act and has duly caused this Amendment
No. 58 to the Registration Statement to be signed on its behalf by the
undersigned, thereto duly authorized in the City of Bloomfield, and State of
Connecticut on the 2nd day of December, 1998.
CIGNA Funds Group
Richard H. Forde
Chairman of the Board of Trustees
and President
By: /s/ Jeffrey S. Winer
----------------------------------
Jeffrey S. Winer
Attorney-in-Fact
Pursuant to the requirements of the Securities Act of 1933, this Amendment No.
58 to the Registration Statement has been signed below by the following persons
in the capacities and on the date indicated.
Signature Title Date
--------- ----- ----
Richard H. Forde Chairman of December 2, 1998.
the Board of
Trustees and
President (principal
By: /s/ Jeffrey S. Winer executive officer)
-----------------------------
Jeffrey S. Winer
Attorney-in-Fact
/s/ Alfred A. Bingham III
---------------------------- Treasurer December 2, 1998.
Alfred A. Bingham III (principal
financial officer
and principal
accounting officer)
This Amendment to the Registration Statement has also been signed below by
Jeffrey S. Winer, Attorney-in-Fact, on behalf of the following Trustees on the
date indicated, such Trustees being all of the Trustees currently holding the
office of Trustee of Registrant.
Hugh R. Beath Thomas C. Jones
Richard H. Forde Paul J. McDonald
Russell H. Jones
By: /s/ Jeffrey S. Winer
------------------------------ December 2, 1998.
Jeffrey S. Winer
C-11
<PAGE>
SECURITIES ACT FILE NO. 2-29020
INVESTMENT COMPANY ACT FILE NO. 811-1646
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-1A
_
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 | |
-
_
Pre-Effective Amendment | |
-
_
Post-Effective Amendment No. 58 |X|
-
and
_
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 | |
-
_
Amendment No. 58 |X|
-
CIGNA FUNDS GROUP
(Exact Name of Registrant as Specified in Charter)
100 FRONT STREET, SUITE 300, WORCESTER, MA 01601
(Address of Principal Executive Office)
EXHIBITS
<PAGE>
EXHIBIT INDEX
h. (v) Form of Sub-Accounting Services Agreement For The Retail
Service Class of CIGNA Money Market Fund (A Series of CIGNA
Funds Group).
h. (vi) Powers of Attorney.
i. Consent of Counsel.
j. Consent of Independent Accountants.
m. Rule 12b-1 Plan of CIGNA Money Market Fund (A Series of CIGNA
Funds Group) dated as of October 27, 1998.
n Financial Data Schedule.
o. (i) Amendment to Dual Class Plan Pursuant to Rule 18f-3 For CIGNA
Funds Group dated as of October 27, 1998.
o. (ii) Multi Class Plan Pursuant to Rule 18f-3 for CIGNA Money Market
Fund dated as of October 27, 1998.
<PAGE>
Exhibit h(v)
SUB-ACCOUNTING SERVICES AGREEMENT
FOR
THE RETAIL SERVICE CLASS OF
CIGNA MONEY MARKET FUND
(A SERIES OF CIGNA FUNDS GROUP)
Sub-Accounting Services Agreement made as of January 1, 1999 by and
between CIGNA Funds Group (the "Trust") on behalf of its series CIGNA Money
Market Fund (the "Fund"), and CIGNA Financial Services, Inc. ("CFS"), a
Connecticut corporation engaged in business as a broker/dealer.
WHEREAS, the Fund is a series of the Trust, a Massachusetts business
trust engaged in business as an open-end management investment company
registered under the Investment Company Act of 1940, as amended (the "Act");
WHEREAS, shares of the Fund are or may be issued in various classes,
including the retail service class;
WHEREAS, beneficial owners of retail services class shares of the Fund
will own their shares through omnibus accounts with the Fund;
WHEREAS, on behalf of the Fund the Trust desires to appoint CFS to
provide shareholder sub-accounting to holders of the retail services class
shares of the Fund under the terms and conditions described herein;
NOW, THEREFORE, the Trust, on behalf of the retail service class of the
Fund, and CFS agree as follows:
1. CFS shall provide or shall arrange to be provided shareholder
sub-accounting services to the retail service class of the Fund. The
sub-accounting services shall include the following:
a. Maintaining books and records with respect to each beneficial
owner of retail service class shares of the Fund having a
beneficial interest through an omnibus account.
b. Preparing and mailing summary monthly statements (or quarterly
statements if no activity in retail service class shares of
the Fund occurs during any month covered by the statement) to
every beneficial owner; and
c. Generating and mailing confirmations of each purchase or sale
of retail service class shares of the Fund for each beneficial
owner;
Page 1
<PAGE>
d. Such other services normally and customarily provided by
shareholder sub-accounting service providers on behalf of
mutual funds as may be agreed on by the Fund and CFS.
2. As full compensation for services provided under this agreement, the
Fund shall pay CFS a periodic fee computed at an annual rate of twelve and one
half one-hundredths of one percent (.125%) of the average daily net assets of
the retail service class of the Fund during each fiscal year. Subject to the
limitation set forth in the preceding sentence, such fee shall not exceed such
amounts as are set from time to time by the board of Trustees of the Trust and
shall not exceed the amounts of such fees and costs as are actually paid or
incurred to sub-accounting service providers by CFS. CFS will prepare reports to
the Board of Trustees of the Trust on a quarterly basis showing amounts paid or
incurred to the various service providers and the purpose for such payments or
costs.
3. This Agreement shall not take effect until it has been approved by
votes of a majority of both (a) the Trustees of the Trust and (b) those Trustees
of the Trust who are not "interested persons" of the Trust (as defined in the
Act) and who have no direct or indirect financial interest in the operation of
the Agreement (the "Independent Trustees").
4. This Agreement shall continue in full force and effect for so long
as such continuance is specifically approved at least annually in the manner
provided for approval of the Agreement in Paragraph 3.
5. This Agreement may be terminated at any time, without payment of any
penalty, by vote of a majority of the Independent Trustees or by a vote of a
majority of the outstanding voting securities of the affected class of the Fund
on not more than 30 days' written notice to CFS, or by notice upon 30 day's
prior written notice by CFS to the Trust.
6. The Trust shall preserve copies of this Agreement and any related
agreements, for a period of not less than six years from the date of this
Agreement, the first two years of which shall be in an easily accessible place.
7. This Agreement may be amended at any time provided that no material
amendment to the Agreement shall be made unless approved in the manner provided
for approval in Paragraph 3 hereof.
8. Copies of the Master Trust Agreement establishing the Trust are on
file with the Secretary of the Commonwealth of Massachusetts, and notice is
hereby given that this document is executed on behalf of the Trust by an officer
of the Trust and not individually and that any obligations of or arising out of
this document are not binding upon any of the Trustees, officers, shareholders,
employees or agents of the Trust individually, but are binding only upon the
assets and property of the Trust.
Page 2
<PAGE>
IN WITNESS WHEREOF, the Trust, on behalf of the Fund, and CFS have
executed this Sub-Accounting Services Agreement as of the day and year first
above written.
CIGNA FUNDS GROUP
By:_____________________________________________
By: Alfred A. Bingham III
Its: Vice President and Treasurer
CIGNA FINANCIAL SERVICES, INC.
By:_____________________________________________
By:
Its:
Page 3
<PAGE>
Exhibit h(vi)
CIGNA FUNDS GROUP
CIGNA INSTITUTIONAL FUNDS GROUP
CIGNA VARIABLE PRODUCTS GROUP
POWER OF ATTORNEY
The undersigned hereby appoints Alfred A. Bingham III and Jeffrey S. Winer, each
of them singly and with full power of substitution, attorney-in-fact and agent
for me and in my name and on my behalf in any and all capacities to sign any
Registration Statement under the Securities Act of 1933, as amended, any
Registration Statement under the Investment Company Act of 1940, as amended, or
any filing under the securities laws of any of the states of the United States
of America or of any jurisdiction ("Blue Sky Law") for CIGNA Funds Group, CIGNA
Institutional Funds Group and CIGNA Variable Products Group and any amendment to
any such Registration Statement or any Blue Sky Law filing with the Securities
and Exchange Commission under the Securities Act of 1933, as amended, and under
the Investment Company Act of 1940, as amended, or with the appropriate state
agency under the applicable Blue Sky Laws, to file such Registration Statements,
amendments and filings and generally to do and perform all things necessary to
be done in that connection, hereby ratifying and confirming my signature as it
may be signed by said attorney-in-fact and agent to any and all Registration
Statements and amendments thereto and to any and all Blue Sky Law filings and
amendments thereto and ratifying and confirming all other acts that said
attorney-in-fact and agent may lawfully do or cause to be done by virtue of this
appointment.
Signed this 1st day of December, 1998.
/s/ Richard H. Forde
--------------------------------------
Richard H. Forde
Chairman of the Board, President and
Trustee
CIGNA Funds Group
CIGNA Institutional Funds Group
/s/ Richard H. Forde
--------------------------------------
Richard H. Forde
President
CIGNA Variable Products Group
<PAGE>
CIGNA FUNDS GROUP
CIGNA INSTITUTIONAL FUNDS GROUP
CIGNA VARIABLE PRODUCTS GROUP
POWER OF ATTORNEY
The undersigned hereby appoint Alfred A. Bingham III and Jeffrey S. Winer, each
of them singly and with full power of substitution, attorney-in-fact and agent
for me and in my name and on my behalf in any and all capacities to sign any
Registration Statement under the Securities Act of 1933, as amended, any
Registration Statement under the Investment Company Act of 1940, as amended, or
any filing under the securities laws of any of the states of the United States
of America or of any jurisdiction ("Blue Sky Law") for CIGNA Funds Group, CIGNA
Institutional Funds Group and CIGNA Variable Products Group and any amendment to
any such Registration Statement or any Blue Sky Law filing with the Securities
and Exchange Commission under the Securities Act of 1933, as amended, and under
the Investment Company Act of 1940, as amended, or with the appropriate state
agency under the applicable Blue Sky Laws, to file such Registration Statements,
amendments and filings and generally to do and perform all things necessary to
be done in that connection, hereby ratifying and confirming my signature as it
may be signed by said attorney-in-fact and agent to any and all Registration
Statements and amendments thereto and to any and all Blue Sky Law filings and
amendments thereto and ratifying and confirming all other acts that said
attorney-in-fact and agent may lawfully do or cause to be done by virtue of this
appointment.
Signed this 24th day of February, 1998.
/s/ R. Bruce Albro
--------------------------------------
R. Bruce Albro,
Chairman of the Board, President and
Trustee
/s/ Hugh R. Beath
--------------------------------------
Hugh R. Beath, Trustee
/s/ Russell H. Jones
--------------------------------------
Russell H. Jones, Trustee
/s/ Thomas C. Jones
--------------------------------------
Thomas C. Jones, Trustee
/s/ Paul J. McDonald
--------------------------------------
Paul J. McDonald, Trustee
<PAGE>
Exhibit i
December 2, 1998
CIGNA Funds Group
100 Front Street, Suite 300
Worcester, Massachusetts 01601
Ladies and Gentlemen:
Reference is made to Post-Effective Amendment No. 58 to the Registration
Statement of CIGNA Funds Group (the "Trust") on Form N-1A (Registration No.
811-1646) filed with the Securities and Exchange Commission with respect to the
CIGNA Money Market Fund, a series of the Trust, and specifically to Item 24(b)
thereof. We hereby consent to the incorporation by reference therein of our
opinion, dated June 27, 1996 filed as Exhibit (10) to Post-Effective Amendment
No. 54 to such Registration Statement.
Very truly yours,
/s/ Goodwin, Procter & Hoar LLP
GOODWIN, PROCTER & HOAR LLP
<PAGE>
Exhibit j
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in the Prospectus and
Statement of Additional Information constituting parts of this Post-Effective
Amendment No. 58 to the registration statement on Form N-1A (the "Registration
Statement") of our report dated February 20, 1998, relating to the financial
statements and financial highlights appearing in the December 31, 1997 Annual
Report to Shareholders of the CIGNA Funds Group, which is also incorporated by
reference into the Registration Statement. We also consent to the references to
us under the heading "Financial Highlights" in the Prospectus and on the cover
page of, and under the heading "Independent Accountants" in the Statement of
Additional Information.
/s/ Price WaterhouseCoopers LLP
PricewaterhouseCoopers LLP
Boston, Massachusetts
December 2, 1998
<PAGE>
Exhibit m
RULE 12b-1 PLAN OF
CIGNA MONEY MARKET FUND
(A SERIES OF CIGNA FUNDS GROUP)
1. The Plan. CIGNA Funds Group, a Massachusetts business trust (the
"Trust"), hereby adopts this Rule 12b-1 Plan (the "Plan") pursuant to the terms
of Rule 12b-1 under the Investment Company Act of 1940, as amended (the "Act"),
with respect to the retail service class shares of the Trust's series known as
CIGNA Money Market Fund (the "Fund"). In accordance with the terms of this Plan,
the Trust may act as the distributor of shares of the Fund.
2. Authorized Payments. During each fiscal year of the Fund, the Trust
is hereby authorized to pay out of the assets of the retail service class of the
Fund on a monthly basis, a periodic fee computed at a rate of up to thirty-five
one-hundredths of one percent (0.35%) of the average daily net assets of the
retail service class of the Fund during such fiscal year to CIGNA Financial
Services, Inc. ("CFS"). These fees are payable in part as a shareholder
servicing fee and in part as a distribution fee.
a. Shareholder Servicing Fee - 0.25% per annum of retail service class
assets shall be designated and payable to CFS as a shareholder
servicing fee. The shareholder servicing fee compensates CFS for
providing ongoing servicing and/or maintenance of shareholder accounts
for the retail service class of the Fund. Shareholder service and
account maintenance activities may include receiving, aggregating and
processing shareholder or beneficial owner orders; communicating
periodically with shareholders; acting as the sole shareholder of
record and nominee for shareholders; answering questions and handling
correspondence from shareholders about their accounts; and performing
similar account administrative services. Payments of the shareholder
servicing fee are not tied exclusively to the expenses of shareholder
servicing, so that payments may exceed expenses actually incurred by
CFS for providing shareholder services.
b. Distribution Fee - Up to 0.10% per annum of retail service class assets
shall be designated and payable as a distribution fee. The
distribution fee shall be used by CFS to finance activities primarily
intended to result in the sale of the retail service class of the
Fund's shares, which shall include, but not be limited to: payments
made to and expenses of persons (including employees of CFS) who are
engaged in, or provide support services in connection with, the
distribution of the retail service class of Fund shares, such as
answering routine telephone inquiries and processing prospective
investor requests for information; compensation paid to securities
dealers, financial institutions and other organizations which render
distribution and administrative services in connection with the
distribution of the Fund's shares; costs related to the formulation and
implementation of marketing and promotional activities, including
direct mail promotions and television, radio, newspaper, magazine and
other mass media advertising; costs of printing and distributing
prospectuses and reports to prospective shareholders of the Fund; costs
involved in preparing, printing and distributing sales literature for
the Fund; costs involved in obtaining whatever information, analyses
and reports with
- 1 -
<PAGE>
respect to market and promotional activities on behalf of the retail
service class of the Fund that CFS deems advisable; and such other
costs as may from time to time be agreed upon by the Fund. Such fee
shall not exceed the costs and expenses associated with activities
primarily intended to result in the sale of the retail service class of
the Fund's shares (including, without limitation, payroll and other
expenses of CFS employees) and in any event shall not exceed 0.10% of
the average daily net assets of the retail service class of the Fund
during any fiscal year.
3. Trustee Approval. This Plan shall not take effect until it has been
approved, together with any related agreements, by votes of a majority of both
(a) the Trustees of the Trust and (b)those Trustees of the Trust who are not
"interested persons" of the Trust and the Fund (as defined in the Act) and have
no direct or indirect financial interest in the operation of this Plan or any
agreements related to it (the "Rule 12b-1 Trustees"), cast in person at a
meeting (or meetings) called for the purpose of voting on this Plan and such
related agreements.
4. Annual Reapproval. Unless sooner terminated pursuant to paragraph 5,
this Plan shall continue in effect for so long as such continuance is
specifically approved at least annually in the manner provided for approval of
this Plan in paragraph 3.
5. Termination of Plan. This Plan may be terminated at any time by a
vote of a majority of the Rule 12b-1 Trustees, or by vote of a majority of the
Fund's outstanding shares.
6. Amendments. This Plan may not be amended to increase materially the
amount of distribution expenses provided for in paragraph 2 hereof without
shareholder approval as provided in Rule 12b-1 under the Act (or any successor
provision), and no material amendment to the Plan shall be made unless approved
in the manner provided for approval in paragraph 3 hereof.
7. Quarterly Reports. Any person authorized to direct the disposition
of monies paid or payable by the Fund pursuant to this Plan or any related
agreements shall provide to the Trustees of the Trust, and the Trustees shall
review at least quarterly, a written report of the amounts so expended and the
purposes for which such expenditures were made. Unless directed otherwise by the
Trustees with respect to a particular expenditure or type of expenditure, any
expenditure made by CFS which jointly promotes the sale of shares of the Fund
and the sale of shares of other investment companies for which CIGNA
Investments, Inc. serves as investment adviser, and which expenditures are not
readily identifiable as related to the Fund or one or more of such other
investment companies, shall be allocated to the Fund and such other investment
companies on a basis such that the Fund will be allocated only its proportional
share of such expenditures based upon the relative net assets of the Fund as
compared to the net assets of all such other investment companies thus promoted.
8. Selection and Nomination of Trustees. While this Plan is in effect,
the selection and nomination of Trustees who are not interested persons (as
defined in the Act) of the Fund shall be committed to the discretion of the
Trustees who are not interested persons of the Fund.
- 2 -
<PAGE>
9. Records. The Fund shall preserve copies of this Plan and any related
agreements and all reports made pursuant to paragraph 7 hereof for a period of
not less than six years from the date of this Plan, or the agreements or such
reports, as the case may be, and shall preserve the Plan, agreement or report
the first two years in an easily accessible place.
10. Limitation on Personal Liability. NOTICE IS HEREBY GIVEN that the
Trust is a business trust organized under the Massachusetts Business Trust Act
pursuant to a Declaration of Trust filed in the office of the Secretary of the
Commonwealth of Massachusetts. The Trust is a series trust and all debts,
liabilities, obligations and expenses incurred, contracted for or otherwise
existing with respect to a particular series shall be enforceable against the
assets held with respect to such series only, and not against the assets of the
Trust generally or against the assets held with respect to any other series and
further that no trustee, officer or holder of shares of beneficial interest of
the Trust shall be personally liable for any of the foregoing.
IN WITNESS WHEREOF, the Trust has executed this 12b-1 Plan with respect
to the Fund as of this 27th day of October, 1998.
ATTEST: CIGNA FUNDS GROUP
/s/ Jeffrey S. Winer /s/ Alfred A. Bingham III
__________________________________ By:____________________________________
Jeffrey S. Winer Alfred A. Bingham III
<PAGE>
Exhibit o(i)
AMENDMENT
TO
DUAL CLASS PLAN PURSUANT TO RULE 18F-3
FOR
CIGNA FUNDS GROUP
The Dual Class Plan dated as of April 30, 1996 of CIGNA Funds Group is
hereby amended by removing CIGNA Money Market Fund.
Dated: as of October 27, 1998.
CIGNA FUNDS GROUP
/s/ Alfred A. Bingham III
By:_______________________________________
By: Alfred A. Bingham III
Its: Vice President and Treasurer
<PAGE>
Exhibit o(ii)
MULTI CLASS PLAN PURSUANT TO RULE 18F-3
FOR
CIGNA MONEY MARKET FUND
WHEREAS, CIGNA Money Market Fund (the "Fund") is a series of CIGNA
Funds Group (the "Trust"), an open-end management investment company under the
Investment Company Act of 1940, as amended (the "1940 Act"); and
WHEREAS, the Fund desires to adopt a Multi Class Plan pursuant to Rule
18f-3 under the 1940 Act (the "Multi Class Plan");
NOW THEREFORE, the Fund hereby adopts this Multi Class Plan in
accordance with Rule 18f-3 under the 1940 Act, subject to the following terms
and conditions:
1. Features of the Classes. The Fund issues or shall issue its shares
of beneficial interest in two classes: the institutional class shares and the
retail service class shares. Shares of each class of the Fund, regardless of
class designation, shall represent an equal pro rata interest (based on relative
net asset values) in the portfolio securities of the Fund, and shall have
identical voting, dividend, liquidation and other rights, preferences, powers,
restrictions, limitations, qualifications, designations and terms and
conditions, except that: (a) each class shall have a different designation;
(b) each class of shares shall bear any Class Expenses, as defined in Section 3
below; and (c) each class shall have exclusive voting rights on any matter
submitted to shareholders that relates solely to its service or distribution
arrangement and each class shall have separate voting rights on any matter
submitted to shareholders in which the interests of one class differ from the
interests of any other class.
2.A. 12b-1 Fees - Retail Service Class. The Fund has adopted a 12b-1
Plan with respect to its retail service class of shares. Under the terms of the
12b-1 Plan, the Fund is authorized to pay shareholder service and distribution
expenses at the annual rate of up to .35% of the average daily net assets of the
retail service class of the Fund during the period. A portion of the fees
payable under the 12b-1 Plan (0.25% of retail service class assets per annum) is
designated as fees for providing shareholder services. The balance (up to 0.10%
of retail service class assets per annum) is payable as a distribution fee to
finance activities primarily intended to result in the sale of this class of
Fund shares.
2.B. Shareholder Sub-Accounting Fees - Retail Service Class. The Fund
has contracted with CFS for CFS to provide shareholder sub-accounting services
for beneficial owners of the retail service class. Under the shareholder
sub-accounting agreement, the Fund will pay CFS at the annual rate of .125% of
the average daily net assets of the retail service class for providing these
services.
3. Allocation of Income and Expenses. (a) Income, realized gains and
losses, unrealized appreciation and depreciation, and Series Expenses (as
defined below) shall be allocated to each class based on the net assets of that
class in relation to the Fund's net assets ("relative net assets"). Allocated
expenses to each class shall be subtracted from allocated gross income. These
expenses include:
- 1 -
<PAGE>
(1) Expenses incurred by the Trust as a registered series investment
company and not attributable to a particular series or to a particular class of
shares thereof ("Trust Expenses"); and
(2) Expenses incurred by the Fund but not attributable to any
particular class of shares of the Fund ("Series Expenses").
(b) Expenses attributable to a particular class ("Class Expenses")
initially shall be limited to: (i) payments made pursuant to the 12b-1 Plan or
the shareholder sub-accounting agreement; (ii) transfer agent fees attributable
to a specific class; (iii) printing and postage expenses related to preparing
and distributing materials such as shareholder reports, prospectuses and proxies
to current shareholders of a specific class; (iv) Blue Sky registration fees
incurred by a class; (v) SEC registration fees incurred by a class; (vi) the
expense of administrative personnel and services to support the shareholders of
a specific class; (vii) litigation or other legal expenses relating solely to
one class; and (viii) Trustees' fees incurred as a result of issues relating
solely to one class. Expenses in category (i) above must be allocated to the
class for which such expenses are incurred. Some or all other Class Expenses
listed in categories (ii) - (viii) above may be allocated to a class, but only
if the Trust's President and Treasurer have approved such allocation, subject to
Board approval or ratification ("Approved Class Expenses"). The Trust's
determination of the extent to which Class Expenses will be allocated by class
will be consistent with applicable legal principles and regulatory
considerations under the 1940 Act and the Internal Revenue Code of 1986, as
amended.
Therefore, expenses of the Fund shall be apportioned to each class of
shares depending upon the nature of the expense item. Trust Expenses and Series
Expenses will be allocated between the classes of shares based on the relative
net assets of the classes. Approved Class Expenses shall be allocated to the
particular class to which they are attributable. In addition, certain expenses
may be allocated differently if their method of imposition changes. Thus, if a
Class Expense can no longer be attributed to a class, it will be charged to the
Fund for allocation among classes, as determined by the Board of Trustees. Any
additional Class Expenses not specifically identified above which are
subsequently identified and determined to be properly attributable to one class
of shares shall not be so allocated until approved by the Board of Trustees of
the Trust in light of legal requirements and regulatory considerations under the
1940 Act and the Internal Revenue Code of 1986, as amended.
4. Exchange Privileges. Shareholders may exchange shares of one class
of a series of the Trust for shares of an identical class of any other series of
the Trust based upon each series' net asset value per share.
5. Conversion Features. No conversion from one class of shares into
another class of shares is currently offered.
6. Quarterly and Annual Reports. The Trustees shall receive quarterly
and annual statements concerning servicing expenditures pursuant to the
Shareholder Services Plan and distribution expenses pursuant to the 12b-1 Plan.
In the statements, only expenditures properly attributable to the servicing of
retail class or retail service class shares or the distribution of retail
service class shares will be used to justify any fee attributable to that class.
The statements,
- 2 -
<PAGE>
including the allocations upon which they are based, shall be subject to the
review and approval of the independent Trustees in the exercise of their
fiduciary duties.
7. Accounting Methodology. The following procedures shall be
implemented in order to meet the objective of properly allocating income and
expenses among the Funds:
(1) On a daily basis, those persons providing accounting
services to the Trust ("Fund Accountant") shall calculate the payments pursuant
to the 12b-1 Plan to be charged to the retail service class of the Fund in
accordance with the 12b-1 Plan and the payments for sub-accounting services to
be charged to the retail service class.
(2) The Fund Accountant will allocate designated Class
Expenses, if any, to the respective classes.
(3) The Fund Accountant will allocate income and Trust and
Series Expenses between the classes of shares in accordance with the provisions
of Section 3 above (Allocation of Income and Expenses).
(4) The Fund Accountant shall then complete the appropriate
worksheets using the allocated income and expense calculations from Paragraph
(3) above, and the additional fees calculated from Paragraphs (1), and (2)
above. The Fund Accountant may make non-material changes to the form of the
worksheets as it deems appropriate.
(5) The Fund Accountant shall develop and use appropriate
internal control procedures to assure the accuracy of its calculations and
appropriate allocation of income and expenses in accordance with this Plan.
8. Waiver or Reimbursement of Expenses or Payment of Fees. Expenses may
be waived or reimbursed by the adviser to the Trust, by the Trust's underwriter
or any other provider of services to the Trust, and any of these providers may
pay fees to others furnishing administrative or distribution services to the
Fund without the prior approval of the Trust's Board of Trustees.
9. Effectiveness of Plan. This Multi Class Plan shall not take effect
until it has been approved by votes of a majority of both (a) the Trustees of
the Trust and (b) those Trustees of the Trust who are not "interested persons"
of the Trust (as defined in the 1940 Act) and who have no direct or indirect
interest in the operation of the Plan.
10. Material Modification. This Multi Class Plan may not be amended to
modify materially its terms unless such amendment is approved in the manner
provided for initial approval in Paragraph 9 hereof.
11. Limitation of Liability. The Trustees of the Trust and the
shareholders of the Fund shall not be liable for any obligations of the Trust or
the Fund under this Multi Class Plan, and any person, in asserting any rights or
claims under this Plan, shall look only to the assets and property of the Trust
or the Fund in settlement of such right or claim, and not to such Trustees or
shareholders.
- 3 -
<PAGE>
Copies of the Master Trust Agreement establishing the Trust are on file
with the Secretary of the Commonwealth of Massachusetts, and notice is hereby
given that this document is executed on behalf of the Trust by an officer of the
Trust and not individually and that any obligations of or arising out of this
document are not binding upon any of the Trustees, officers, shareholders,
employees or agents of the Trust individually, but are binding only upon the
assets and property of the Trust.
IN WITNESS WHEREOF, the Trust, on behalf of the Fund, has adopted this
Multi Class Plan as of the 27th day of October, 1998.
CIGNA FUNDS GROUP
/s/ Alfred A. Bingham III
By:________________________________________
By: Alfred A. Bingham III
Its: Vice President and Treasurer
- 4 -
<TABLE> <S> <C>
<ARTICLE> 6
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE ANNUAL
REPORT FOR THE TWELVE MONTHS ENDED DECEMBER 31, 1997 AND IS QUALIFIED IN ITS
ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<SERIES>
<NUMBER> 1
<NAME> CIGNA MONEY MARKET FUND
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-END> DEC-31-1997
<INVESTMENTS-AT-COST> 171,148
<INVESTMENTS-AT-VALUE> 171,148
<RECEIVABLES> 682
<ASSETS-OTHER> 0
<OTHER-ITEMS-ASSETS> 22
<TOTAL-ASSETS> 171,852
<PAYABLE-FOR-SECURITIES> 0
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 787
<TOTAL-LIABILITIES> 787
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 171,065
<SHARES-COMMON-STOCK> 171,065
<SHARES-COMMON-PRIOR> 120,505
<ACCUMULATED-NII-CURRENT> 0
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 0
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 0
<NET-ASSETS> 171,065
<DIVIDEND-INCOME> 0
<INTEREST-INCOME> 7,198
<OTHER-INCOME> 0
<EXPENSES-NET> 574
<NET-INVESTMENT-INCOME> 6,624
<REALIZED-GAINS-CURRENT> 16
<APPREC-INCREASE-CURRENT> 0
<NET-CHANGE-FROM-OPS> 6,640
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 6,624
<DISTRIBUTIONS-OF-GAINS> 16
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 1,108,538
<NUMBER-OF-SHARES-REDEEMED> 1,064,460
<SHARES-REINVESTED> 6,482
<NET-CHANGE-IN-ASSETS> 50,560
<ACCUMULATED-NII-PRIOR> 0
<ACCUMULATED-GAINS-PRIOR> 0
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 446
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 663
<AVERAGE-NET-ASSETS> 129,129
<PER-SHARE-NAV-BEGIN> 1.00
<PER-SHARE-NII> 0.05
<PER-SHARE-GAIN-APPREC> 0.00
<PER-SHARE-DIVIDEND> 0.05
<PER-SHARE-DISTRIBUTIONS> 0.00
<RETURNS-OF-CAPITAL> 0.00
<PER-SHARE-NAV-END> 1.00
<EXPENSE-RATIO> 0.44
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0.00
</TABLE>
