CIGNA FUNDS GROUP, 497, 2000-02-01

CIGNA FUNDS GROUP
497, 2000-02-01

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________________________________________________________________________________

CIGNA FUNDS GROUP
________________________________________________________________________________

CHARTER
FUNDS/SM/

RETAIL CLASS
____________________________________
MONEY MARKET FUND
[A BUILDING GRAPHIC APPEARS IN BACKGROUND] ____________________________________
CORE PLUS FIXED INCOME FUND
____________________________________
BALANCED FUND
____________________________________
LARGE COMPANY STOCK GROWTH FUND
____________________________________
LARGE COMPANY STOCK VALUE FUND
____________________________________
LARGE COMPANY STOCK INDEX FUND
____________________________________
SMALL COMPANY STOCK GROWTH FUND
____________________________________
SMALL COMPANY STOCK VALUE FUND
____________________________________
FOREIGN STOCK FUND

[CIGNA TREE LOGO GRAPHIC APPEARS HERE] Prospectus
CIGNA Financial Services, Inc. February 1, 2000
________________________________________________________________________________
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.

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INTRODUCTION

Charter Funds/sm/ are series of CIGNA Funds Group, a family of mutual funds.
Each series, or portfolio, has its own investment strategy and risk/return
profile. This prospectus describes the retail class of each fund.

TABLE OF CONTENTS

Fund Summary...................................................................1

Bar Charts and Performance Tables.............................................12

Fees and Expenses of the Funds................................................15

Investment Information........................................................17

Other Investment Information: Common Policies.................................32

Management of the Funds.......................................................33

Pricing of Shares.............................................................40

Purchase and Redemption of Shares.............................................42

Tax Matters...................................................................46

Financial Highlights..........................................................47

For More Information..................................................Back cover

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FUND SUMMARY

MONEY MARKET FUND

ADVISER: TIMESSQUARE CAPITAL MANAGEMENT, INC.
("TIMESSQUARE")

INVESTMENT OBJECTIVE

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.

PRINCIPAL INVESTMENT STRATEGIES

The fund invests exclusively in U.S. dollar denominated 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 you to lose money.

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.

CORE PLUS FIXED INCOME FUND

ADVISER: TIMESSQUARE CAPITAL MANAGEMENT, INC.

INVESTMENT OBJECTIVE

Seeks a high level of total return.

PRINCIPAL INVESTMENT STRATEGIES

The fund invests primarily in fixed income securities that, at the time of
purchase, are rated investment grade by either Moody's or Standard and Poor's or
a similar rating agency or, if unrated, are judged by TimesSquare to be of
comparable quality. Normally, the fund will invest at least 65% of its assets in
these securities.

1
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While seeking high total return, TimesSquare will also seek to maintain an
average portfolio yield consistent with the Lehman Brothers Aggregate Bond
Index. TimesSquare will seek capital appreciation by identifying securities
(primarily fixed income securities) through its sector allocation and security
selection process which, in its opinion, may increase in value.

The fund may invest up to 25% of its assets in high-yield,
below-investment-grade bonds (which may include securities in default). These
securities are commonly called "junk bonds."

Up to 20% of fund assets may be invested in foreign debt securities of private
and governmental issuers denominated in foreign currencies. Dollar denominated
foreign securities do not count against this limitation.

When purchasing or selling securities, TimesSquare will analyze market themes,
individual security structural features, pricing, trading opportunities and
issuer credit quality.

TimesSquare may allocate fund assets across different market sectors and
maturities. The average portfolio duration of this fund normally varies between
85% and 115% of the duration of the Lehman Brothers Aggregate Bond Index. As of
November 30, 1999, the duration of the index was 4.94 years. Duration is a
measure of the expected life of a fixed income security that is used to
determine the sensitivity of the security's price to changes in interest rates.

PRINCIPAL RISKS OF INVESTING IN THE FUND

The fund is subject to the following principal investment risks:

This fund's principal risk factor is market risk.

Market risk associated with bonds is related to the level of interest rates.
Generally, as interest rates rise, the market price of a bond falls. (A 7% bond
is less valuable once interest rates have risen to 8% and an investor can get a
higher return elsewhere.) As interest rates fall, however, the market price of a
bond rises. This "inverse" relationship is magnified for bonds with longer
durations.

Compared to higher-quality debt securities, below investment-grade bonds involve
greater risk of default or price changes due to changes in the credit quality of
the issuer.

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The value of below investment-grade bonds often fluctuates in response to
company, political or economic developments and can decline significantly over
short periods of time or during periods of general or regional economic
difficulty. During those times, the bonds could be difficult to value or sell.
These risks are greater for securities in default.

There are additional risks with investing in foreign countries, such as
economic, currency, information, political and transaction risks. As a result of
these additional risks, the fund may be more volatile than a fund that invested
in domestic fixed-income securities only.

You can lose money by investing in the fund. The fund may not achieve its
investment objective.

BALANCED FUND

SUB-ADVISER: INVESCO CAPITAL MANAGEMENT, INC.

INVESTMENT OBJECTIVE

Seeks a high total return through capital appreciation and current income.

PRINCIPAL INVESTMENT STRATEGIES

The fund strives for reasonably consistent total returns over a variety of
market cycles by investing in a combination of equity securities (primarily
common stocks, and to a lesser extent, securities convertible into common
stocks), and fixed income securities.

At least 30% of fund assets is invested in each of the following:

. equities

. fixed and variable income securities

Up to 40% of fund assets is allocated among equities and debt securities
according to INVESCO Capital Management, Inc.'s assessment of business, economic
and market conditions. The sub-adviser analyzes the return available from stocks
and bonds in deciding how to invest the fund's assets.

In selecting common stocks for the fund, the fund generally chooses stocks with
a yield higher than the overall equity market. The fund uses a value-based
strategy, focusing on a company's dividend history and current financial
situation.

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The income securities the fund will invest in primarily will include obligations
of the U.S. government and its agencies and investment grade corporate bonds.

The fund may invest up to 25% of its assets in foreign equity and debt
securities. Generally, the foreign debt securities the fund will invest in will
be dollar denominated bonds issued by foreign governments.

PRINCIPAL RISKS OF INVESTING IN THE FUND

This fund's principal risk factor is market risk.

Market risk associated with
equity securities such as common stocks is related to stock market movements. In
general, stock values fluctuate in response to activities specific to a company,
as well as general market, economic and political conditions. Stock prices can
fluctuate widely in response to these factors.

A value stock may never reach what the sub-adviser believes is its full value,
or may even go down in price. In the long run, the fund may produce more modest
returns than riskier stock funds as a trade-off for this potentially lower risk.
The amount of income you receive from the fund will also fluctuate.

There are additional risks with investing in foreign countries, specifically
economic, currency, information, political and transaction risks. As a result of
these additional risks, the fund may be more volatile than a fund that invested
in domestic equity and fixed income securities only.

You can lose money by investing in the fund. The fund may not achieve its
investment objective.

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LARGE COMPANY STOCK GROWTH FUND

SUB-ADVISER: MORGAN STANLEY DEAN WITTER
INVESTMENT MANAGEMENT INC.

INVESTMENT OBJECTIVE

Seeks long-term capital appreciation.

PRINCIPAL INVESTMENT STRATEGIES

Invests primarily in equity securities of U.S. and, to a limited extent, foreign
companies, that exhibit strong or accelerating earnings growth. Normally, at
least 65% of fund assets will be invested in these securities. The universe of
eligible companies in which the fund invests generally includes those with
market capitalizations of $1 billion or more.

The fund focuses on companies with consistent or rising earnings growth records
and compelling business strategies. When purchasing or selling securities,
Morgan Stanley Dean Witter Investment Management Inc. studies company
developments, including business strategy, management focus and financial
results, to identify companies with earnings growth and business momentum.

The sub-adviser emphasizes individual security selection and may focus the
fund's holdings within the limits permissible for a diversified fund.

The fund emphasizes securities that, in the sub-adviser's opinion, have the
potential to rise in price rather than pay out income.

PRINCIPAL RISKS OF INVESTING IN THE FUND

This fund's principal risk factor is market risk. The value of your investment
will fluctuate in response to stock market movements. In general, stock values
fluctuate in response to activities specific to a company, as well as general
market, economic and political conditions. Stock prices can fluctuate widely in
response to these factors.

You can lose money by investing in the fund. The fund may not achieve its
investment objective.

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LARGE COMPANY STOCK VALUE FUND

Sub-Adviser: John A. Levin & Co.

INVESTMENT OBJECTIVE

Seeks long-term capital appreciation.

PRINCIPAL INVESTMENT STRATEGIES

Invests primarily in common stocks of established, large U.S. companies with a
market capitalization above $5 billion. Normally, the fund will invest at least
65% of its assets in the common stocks of these companies. Generally, John A.
Levin & Co. purchases stocks when it deems them undervalued relative to their
present and/or future prospects and after the stocks have declined from recent
highs. The fund follows a "bottom up" research approach, and focuses on
identifying common stocks whose market price is below what it believes is their
present or future value.

The fund will generally sell a security when a fundamental weakness or the
sub-adviser's anticipation of fundamental weakness or some other negative factor
causes the security to fail to meet the fund's expectations, or the security
rises in price to a level that the sub-adviser believes is its fair value.

PRINCIPAL RISKS OF INVESTING IN THE FUND

This fund's principal risk factor is market risk. The value of your investment
will fluctuate in response to stock- market movements. In general, stock values
fluctuate in response to activities specific to a company, as well as general
market, economic and political conditions. Stock prices can fluctuate widely in
response to these factors.

You can lose money by investing in the fund. The fund may not achieve its
investment objective.

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LARGE COMPANY STOCK INDEX FUND

ADVISER: TIMESSQUARE CAPITAL MANAGEMENT, INC.

INVESTMENT OBJECTIVE

To achieve long-term growth of capital by investing principally in common stocks
of companies in the Standard & Poor's 500 Composite Stock Price Index, an index
emphasizing large-capitalization stocks.

PRINCIPAL INVESTMENT STRATEGIES

The fund attempts to replicate the composition and total return, reduced by fund
expenses, of the S&P 500 Index. Normally, the fund will invest at least 80% of
its total assets in common stock of companies which compose the S&P 500 Index.

PRINCIPAL RISKS OF INVESTING IN THE FUND

This fund's principal risk factor is market risk, which is the possibility that
common stock prices will decline, sometimes substantially, over short or
extended periods. The stock market tends to be cyclical, with periods when stock
prices generally decline.

The fund is subject to tracking risk, which is the risk that the fund's returns
will be less than the returns of the S&P 500 Index.

You can lose money by investing in the fund. The fund may not achieve its
investment objective.

SMALL COMPANY STOCK GROWTH FUND

SUB-ADVISER: FIDUCIARY INTERNATIONAL, INC.

INVESTMENT OBJECTIVE

Seeks long-term capital appreciation.

PRINCIPAL INVESTMENT STRATEGIES

Invests primarily in the common and preferred stocks of U.S. companies with
market capitalizations between $30 million and $2 billion. Normally, the fund
will invest at least 65% of its assets in these securities. The fund focuses on
growing companies involved in new product development and technological
breakthroughs.

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Fiduciary International, Inc.:

. Looks across all sectors of the stock market to find companies that meet
the fund's investment criteria - including strong, sustainable unit growth,
consistent earnings, proprietary products and services and minimal
institutional ownership.

. Looks for stocks that have the potential for price appreciation of 50% over
the following 18 months and price/earnings ratios at a discount relative to
their earnings growth rates.

. Will generally sell a security when it no longer meets the fund's
investment criteria, when it believes the company issuing the security is
unable to sustain a competitive advantage, or the security is overvalued.

PRINCIPAL RISKS OF INVESTING IN THE FUND

The fund's share price may fluctuate more than that of funds primarily invested
in stocks of mid-sized and large companies. Small company securities may
under-perform as compared to the securities of larger companies. They may also
pose greater risk due to narrow product lines, limited financial resources, less
depth in management or a limited trading market for their stocks.

You can lose money by investing in the fund. The fund may not achieve its
investment objective.

SMALL COMPANY STOCK VALUE FUND

SUB-ADVISER: BERGER LLC/PERKINS, WOLF,
MCDONNELL & COMPANY

INVESTMENT OBJECTIVE

Seeks long-term capital appreciation.

<PAGE>

PRINCIPAL INVESTMENT STRATEGIES

Invests primarily in common stocks of small U.S. companies with market
capitalizations at the time of initial purchase of less than $1 billion whose
stock prices are believed to be undervalued. Normally, the fund will invest at
least 65% of its assets in these securities. The fund will emphasize companies
that have market capitalizations of less than $800 million at time of initial
purchase.

The fund's securities selection focuses on companies that are out of favor with
markets or have not yet been discovered by the broader investment community.

The fund generally looks for companies with:

. A low price relative to their assets, earnings, cash flow or business
franchise;

. Products and services that give them a competitive advantage;
and

. Strong balance sheets and strong management.

The fund will generally sell a security when it no longer meets these investment
criteria or when it has met the sub-adviser's expectations for appreciation.

PRINCIPAL RISKS OF INVESTING IN THE FUND

As a result of its principal investment strategies, the fund's investments are
often focused in a small number of busi-

<PAGE>

ness sectors. This carries the risk associated with the performance of those
sectors, which may fluctuate and reduce the investment's value. In addition, the
fund may invest in certain securities with unique risks, such as special
situations, an example of which is a company that is about to undergo a
structural, financial or management change which may significantly affect the
value of its securities.

You can lose money by investing in the fund. The fund may not achieve its
investment objective.

FOREIGN STOCK FUND

SUB-ADVISER: BANK OF IRELAND ASSET MANAGEMENT
(U.S.) LIMITED

INVESTMENT OBJECTIVE

Seeks long-term capital appreciation.

PRINCIPAL INVESTMENT STRATEGIES

The fund invests primarily in common stocks of well-established companies
located outside the U.S. The fund considers a company to be located outside the
U.S. if:

. It is organized under the laws of another country;

. The principal trading market for the company's securities is in another
country; or

. The company derives at least 50% of its revenues or profits from
operations in another country or has at least 50% of its assets in
another country.

The fund emphasizes medium to large market capitalization companies that the
sub-adviser believes are best positioned to take advantage of global change.
Normally, the fund will invest exclusively in companies with market
capitalizations over $1 billion which are located outside of the U.S. The fund
will typically hold stocks from 70 to 100 issuers.

Bank of Ireland Asset Management (U.S.) Limited focuses on companies with equity
securities (primarily common stock) it considers fundamentally undervalued
relative to their long-term prospective earnings growth rate, their historic
valuation levels and their competitors. The fund will

<PAGE>

generally sell a security when it no longer meets these investment criteria or
when it has met the sub-adviser's expectations for appreciation.

Normally, up to 15% of fund assets may be invested in companies located in
emerging markets. Emerging market countries are countries that are included in
the Morgan Stanley Capital International Emerging Markets Index.

PRINCIPAL RISKS OF INVESTING IN THE FUND

There are additional risks with investing in foreign countries, especially in
developing countries - specifically, economic, currency, information, political
and transaction risks. As a result of these additional risks, the fund may be
more volatile than a domestic stock fund.

Investing in emerging market countries poses risks in addition to those of
investing in developed foreign markets. Emerging markets may be more likely to
experience volatility than more developed countries.

The fund is subject to currency risk, which is the risk that when the fund
invests in securities denominated in foreign currencies, those currencies will
decline in value relative to the U.S. dollar, or in the case of hedging
positions, that the U.S. dollar will decline in value relative to the currency
being hedged. Currency rates in foreign countries may fluctuate significantly
over short periods of time for reasons such as changes in interest rates,
government intervention or political developments. As a result, the fund's
investments in foreign currency-denominated securities may reduce the returns of
the fund.

You can lose money by investing in the fund. The fund may not achieve its
investment objective.

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BAR CHARTS AND
PERFORMANCE TABLES

The bar charts and tables shown on pages 13 and 14 provide some indication of
the risks of investing in the funds. The bar charts show changes in the
performance of the funds' shares from year to year over a ten-year period, or
life of the fund, whichever is shorter.

The tables show how the average annual returns of the funds' institutional class
shares, for one, five and ten years (or life of the fund, whichever is shorter)
compare to those of a broad measure of market performance. The returns for the
other classes will be lower than the institutional class returns shown in the
bar chart, due to higher expenses of the other classes.

A fund's past performance does not necessarily indicate how the fund will
perform in the future.

There are bar charts and tables only for the Money Market Fund and the Large
Company Stock Index Fund (formerly known as the S&P 500 Index Fund), since the
other funds offered by this prospectus did not commence operations until
February 2000.

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During the ten-year period shown in the bar chart below, the highest quarterly
return for the Money Market Fund 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). The
quarterly return for the quarter ended 9/30/99 was 1.21%.

[THE INFORMATION SET FORTH BELOW APPEARS AS A BAR CHART GRAPHIC]

MONEY MARKET FUND - ANNUAL TOTAL RETURN

8.96% 7.82% 5.75% 3.36% 2.39% 3.43% 5.33% 4.91% 5.27% 5.18%
89 90 91 92 93 94 95 96 97 98

MONEY MARKET FUND AVERAGE ANNUAL TOTAL RETURNS

for the periods ended December 31, 1998
(commenced operations 12/21/81)

Past 1 year Past 5 years Past 10 years
________________________________________________________________________________
Money Market Fund 5.18% 4.82% 5.22%
________________________________________________________________________________
3-Month U.S. Treasury Bills 5.33% 5.31% 5.57%
________________________________________________________________________________
The Money Market Fund's seven-day annualized yield as of November 30, 1999 was
5.17%.

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During the period shown in the bar chart below, the highest quarterly return for
the Large Company Stock Index Fund was 23.31% (for the quarter ended 12/31/98)
and the lowest quarterly return was -10.03% (for the quarter ended 9/30/98). The
quarterly return for the quarter ended 9/30/99 was 6.28%.

[THE INFORMATION SET FORTH BELOW APPEARS AS A BAR CHART GRAPHIC]

LARGE COMPANY STOCK INDEX FUND --
ANNUAL TOTAL RETURN

28.28%
1998

LARGE COMPANY STOCK INDEX FUND
AVERAGE ANNUAL TOTAL RETURNS

for the periods ended December 31, 1998
(commenced operations July 1, 1997)

PAST 1 YEAR LIFE OF FUND
______________________________________________________________
Large Company Stock Index Fund 28.28% 25.95%
______________________________________________________________
S&P 500 Index 28.57% 26.22%
______________________________________________________________

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FEES AND EXPENSES
OF THE FUNDS

This table describes the fees and expenses that you may pay if you buy and hold
shares of the funds.

SHAREHOLDER FEES (ALL FUNDS)
(fees paid directly from your investment)

Maximum sales charge (load) imposed on purchases
(as a percentage of offering price)..............................None

Maximum deferred sales charge (load).............................None

Redemption fee (as a percentage of amount redeemed)..............None

Exchange fee.....................................................None

Annual Fund Operating Expenses
(expenses that are deducted from fund assets)

Large Large
Core Plus Company Company
Money Fixed Stock Stock
Market Income Balanced Growth Value
Fund Fund Fund Fund Fund
_________________________________________________________________
Management Fees 0.35% 0.60% 0.75% 0.80% 0.75%
_________________________________________________________________
Distribution & Service
(12b-1) Fees 0.25% 0.25% 0.25% 0.25% 0.25%
_________________________________________________________________
Other Expenses/1/ 0.41% 0.45% 0.46% 0.44% 0.44%
_________________________________________________________________
Total Annual Fund
Operating Expenses 1.01% 1.30% 1.46% 1.49% 1.44%
_________________________________________________________________
Waiver of
Fund Expenses/2/ -0.06% -0.35% -0.21% -0.24% -0.19%
_________________________________________________________________
Total Actual Fund
Operating Expenses 0.95% 0.95% 1.25% 1.25% 1.25%
_________________________________________________________________

Large Small Small
Company Company Company
Stock Stock Stock Foreign
Index Growth Value Stock
Fund Fund Fund Fund
_________________________________________________________________
Management Fees 0.25% 1.00% 1.00% 1.00%
_________________________________________________________________
Distribution & Service
(12b-1) Fees 0.25% 0.25% 0.25% 0.25%
_________________________________________________________________
Other Expenses/1/ 0.34% 0.46% 0.46% 0.55%
_________________________________________________________________
Total Annual Fund
Operating Expenses 0.84% 1.71% 1.71% 1.80%
_________________________________________________________________
Waiver of
Fund Expenses/2/ -0.24% -0.21% -0.21% -0.30%
_________________________________________________________________
Total Actual Fund
Operating Expenses 0.60% 1.50% 1.50% 1.50%
_________________________________________________________________

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1. Other expenses for all funds except Money Market and Large Company Stock
Index Funds are based on estimated amounts for the current fiscal year.

2. TimesSquare has contractually agreed, until April 30, 2001, to waive
management fees and reimburse the funds if and to the extent total fund
operating expenses exceed the following percentages of average daily net
assets for each fund:

Money Market Fund 0.95%
Core Plus Fixed Income Fund 0.95%
Balanced Fund 1.25%
Large Company Stock Growth Fund 1.25%
Large Company Stock Value Fund 1.25%
Large Company Stock Index Fund 0.60%
Small Company Stock Growth Fund 1.50%
Small Company Stock Value Fund 1.50%
Foreign Stock Fund 1.50%

Reimbursement arrangements can decrease a fund's expenses and boost its
performance.

TimesSquare retains the ability to be repaid by a fund if a fund's expenses fall
below the specified limit prior to the end of the fiscal year or within three
years after TimesSquare waives management fees or reimburses fund operating
expenses.

EXAMPLE

These examples are intended to help you compare the
cost of investing in the funds with the cost of investing in other mutual funds.

The example assumes that:

. You invest $10,000 in the fund for the time periods indicated;

. Your investment has a 5% return each year; and

. Each fund's operating expenses reflect contractual expense limitations
only for the first year. After the first year, the example does not take
into consideration TimesSquare's agreement to reduce fund expenses, and
assumes that a fund's operating expenses remain the same in each year of
the applicable period. Although your actual costs may be higher or lower,
based on these assumptions, your costs would be:

Although your actual costs may be higher or lower, based on these assumptions,
your costs would be:

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_________________________________________________________________
1 year 3 years 5 years 10 years
_________________________________________________________________
Money Market Fund $97 $316 $553 $1,234
_________________________________________________________________
Core Plus Fixed Income Fund $97 $379 - -
_________________________________________________________________
Balanced Fund $127 $442 - -
_________________________________________________________________
Large Company Stock Growth Fund $127 $448 - -
_________________________________________________________________
Large Company Stock Value Fund $127 $437 - -
_________________________________________________________________
Large Company Stock Index Fund $ 61 $245 $444 $1,025
_________________________________________________________________
Small Company Stock Growth Fund $153 $519 - -
_________________________________________________________________
Small Company Stock Value Fund $153 $519 - -
_________________________________________________________________
Foreign Stock Fund $153 $538 - -
_________________________________________________________________

INVESTMENT INFORMATION

OBJECTIVES, STRATEGIES AND RELATED RISKS

MONEY MARKET FUND

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. The fund invests in U.S. dollar
denominated 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.

<PAGE>

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.

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 operational policies that are more restrictive than the
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 TimesSquare 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
TimesSquare.

<PAGE>

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 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., Standard & Poor'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 TimesSquare to determine
eligibility on the basis of that highest rating. Based on procedures adopted by
the Board of Trustees, TimesSquare 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.

In addition to the risks discussed in the Fund Summary, the fund is subject to:

. Manager risk, which is the chance that poor security selection will cause
the fund to underperform other money market funds.

. Investment style risk, which is the risk that returns from short-term,
high-quality money market instruments will trail returns from other asset
classes.

CORE PLUS FIXED INCOME FUND

STRATEGY/PHILOSOPHY

TimesSquare's fixed income investment philosophy is based on our belief that
market inefficiencies exist due to varying investor objectives and time
horizons. The fund capitalizes on market inefficiencies by identifying market
cycles, making tactical and decisive sector allocations, and selecting
securities through a disciplined process.

<PAGE>

The Core Plus Fixed Income Fund will invest in a broad array of fixed income
sectors including government and agency securities, corporate bonds, and
securitized bonds such as mortgage backed and asset backed securities, and may
also invest in other instruments such as convertible bonds and preferred stock.
Investing in mortgage related securities carries prepayment risk, which is the
risk that the issuer of the security repays principal prior to a security's
maturity. When interest rates decline, borrowers may pay off their mortgages
sooner than expected. This can reduce the returns of the fund because the fund
will have to reinvest that money at the lower prevailing interest rates.

The Core Plus Fixed Income Fund invests primarily in investment grade bonds,
which include obligations of the U.S. government and its agencies, and corporate
bonds rated Baa3 or higher by Moody's Investor Services, Inc. or BBB- or higher
by Standard & Poor's or, if not rated, in TimesSquare's opinion, having similar
investment characteristics to bonds rated Baa3 or BBB- or higher. The Core Plus
Fixed Income Fund may invest up to 25% of its assets in below investment grade
securities.

The fund may invest in derivative instruments, such as options, futures
contracts or swap agreements. The fund typically uses derivatives as a
substitute for taking a position in the underlying asset and/or as a part of a
strategy designed to reduce exposure to other risks, such as interest rate or
currency risk.

Investing in derivatives carries the risk that the fund could lose more than the
principal amount invested in the derivative instrument. Derivatives are subject
to a number of risks, such as interest rate, credit and liquidity risk, which is
the risk that a particular investment may be difficult to purchase or sell. They
also involve the risk of improper valuation. Changes in the value of a
derivative may not correlate perfectly with the underlying asset, rate, currency
or index.

DECISION-MAKING PROCESS

Investment decisions for the fund follow a three-stage process.

First, the portfolio managers and the strategy team identify key global and
macroeconomic themes they anticipate will drive the fixed income markets. For
example, the team ana-

<PAGE>

lyzes liquidity trends, monetary and fiscal policy, capital flows, business
cycles, and global indicators such as yield curves and currency dynamics.

Next, the market themes are translated into portfolio strategies and sector
allocations that are designed to add value and diversify risk. Various
strategies are analyzed and the investment team selects the appropriate
allocation within the risk/reward tolerances for the fund.

Finally, sector specialists buy or sell securities to implement the sector
allocations. The specific investment choices are based on fundamental industry
analysis (such as company business prospects, earnings, credit risk and
evaluation of management), independent research, and assessment of credit
spreads, liquidity and risk associated with ratings changes.

In addition to the risks discussed in the Fund Summary, the fund is also subject
to the following risks:

. Credit risk, which is the risk that the issuer or guarantor of a fixed
income security is unable or unwilling to meet its obligations to pay
principal and interest.

. Manager risk, which is the chance that poor security selection will cause
the fund to underperform other funds with similar investment objectives.

. Investment style risk, which is the risk that returns from investment
grade and below investment-grade fixed income securities will trail
returns from other asset classes or the overall securities markets.

. Sector allocation risk, which is the risk that returns from certain
sectors of fixed income securities will trail the returns from other
sectors.

. Currency risk, which is the risk that when the fund invests in securities
denominated in foreign currencies, those currencies will decline in value
relative to the U.S. dollar, or in the case of hedging positions, that
the U.S. dollar will decline in value relative to the currency being
hedged. Currency rates in foreign countries may fluctuate significantly
over short periods of time for reasons such as changes in interest rates,
government intervention or political developments. As a result, the
fund's investments in foreign currency-denominated securities may reduce
the returns of the fund.

<PAGE>

BALANCED FUND

The fund strives for reasonably consistent total returns over "up" and "down"
market cycles.

The fund may invest:

. in equity securities which usually pay dividends and are traded
on a national securities exchange, although the fund may also
invest in securities traded on foreign stock exchanges or on the
over-the-counter market;

. in investment-grade corporate debt obligations;

- in obligations of the U.S. Government and its agencies; and

. up to 25% of total assets in foreign equity and debt securities.

With respect to the fund's investments in common stocks, the fund focuses on
stocks with a yield higher than the overall equity market. This may result in
the fund purchasing the stocks of smaller companies. The market risk for
investments in smaller companies is higher than for larger companies. Stock
prices for smaller companies may change more, and more quickly, over short time
periods.

The domestic income securities the fund will acquire will be obligations of the
U.S. government and its agencies, and corporate bonds rated in one of the four
highest ratings of corporate obligations by Moody's Investor Services, Inc. or
Standard & Poor's or, if not rated, in the sub-adviser's opinion, having similar
investment characteristics to those in the top four ratings. Typically, these
income securities will have long or intermediate-term maturities.

In addition to the risks discussed in the Fund Summary, the fund is also subject
to the following risks:

. Credit risk, which is the risk that the issuer or guarantor of a fixed
income security is unable or unwilling to meet its obligations to pay
principal and interest.

. Manager risk, which is the chance that poor security selection will cause
the fund to underperform other funds with similar investment objectives.

<PAGE>

. Investment style risk, which is the risk that returns from value stocks
and government and investment grade bonds in which the fund invests will
trail returns from other asset classes or the overall stock market.

LARGE COMPANY STOCK GROWTH FUND

The fund seeks long-term capital appreciation by investing primarily in
growth-oriented equity securities of large capitalization companies. The
sub-adviser seeks to maximize long-term capital appreciation by investing
primarily in the equity securities of U.S. and, to a limited extent, foreign
companies that exhibit strong or accelerating earnings growth. The sub-adviser
emphasizes individual security selection and may focus the fund's holdings
within the limits permissible for a diversified fund.

The sub-adviser follows a flexible investment program in looking for companies
with above average capital appreciation potential. The sub-adviser focuses on
companies with consistent or rising earnings growth records and compelling
business strategies. It continually and rigorously studies company developments,
including business strategy, management focus and financial results, to identify
companies with earnings growth and business momentum. In addition, the
sub-adviser closely monitors analysts' expectations to identify issuers that
have the potential for positive earnings surprises versus consensus
expectations. Valuation is of secondary importance and is viewed in the context
of prospects for sustainable earnings growth and the potential for

<PAGE>

positive earnings surprises in relation to consensus expectations. The fund
considers selling securities of issuers that no longer meet the sub-adviser's
criteria.

The fund is predominantly invested in equity securities traded on U.S. exchanges
or over the counter. These include U.S. common stock, securities convertible
into common stock, rights, warrants and preferred stock.

Normally, up to 15% of fund assets may be held in cash or cash equivalents.

Up to 25% of fund assets may be invested in foreign securities and American and
Global Depositary Receipts. Typically, such holdings represent less than 5% of
the portfolio.

In addition to the risks discussed in the Fund Summary, the fund is also subject
to the following risks:

. Manager risk, which is the chance that poor security selection will cause
the fund to underperform other funds with similar investment objectives.

. Investment style risk, which is the risk that returns from large
capitalization growth-oriented equity securities will trail returns from
other asset classes or the overall stock market.

. Risks associated with investing in foreign countries, such as economic,
information, political and transaction risks. As a result of these
additional risks, the fund may be more volatile than a fund that invested
in domestic securities only.

<PAGE>

LARGE COMPANY STOCK VALUE FUND

The fund's primary strategy is to investment mainly in common stocks of
established, large U.S. companies. Stocks are generally purchased when the
sub-adviser deems them undervalued relative to their present and/or future value
and after the stocks have declined from recent highs. The sub-adviser purchases
stocks it believes have potential for long-term capital appreciation. The fund
may also invest in securities that are convertible to common stocks.

The sub-adviser selects stocks with one or more of the following attributes: a
strong proprietary product or service; a low share price in relation to cash
flow or asset values; a new product or development or some other unique
situation that offers attractive prospects for long-term returns and limited
risk.

The fund normally invests:

. 80% to 100% of assets in large capitalization equity securities,
with an emphasis on New York Stock Exchange issues.

. Up to 15% of assets in cash and cash equivalents.

. Up to 15% of fund assets in convertible securities. These
securities are purchased as a means of managing the risk inherent
in the underlying common stocks.

Although the fund does not make significant investments in securities of
companies based outside the United States, it may invest up to 20% of its assets
in foreign securities.

Typically, the fund holds between 45 and 70 securities, which may include
American Depository Receipts.

Generally, the fund does not invest more than 5% of total assets in any single
investment.

In addition to the risks discussed in the Fund Summary, the fund is
also subject to the following risks:

. Manager risk, which is the chance that poor security selection will cause
the fund to underperform other funds with similar investment objectives.

. Investment style risk, which is the risk that returns from large
capitalization value stocks will trail returns from other asset classes
or the overall stock market.

<PAGE>

LARGE COMPANY STOCK INDEX FUND

The primary objective of the fund is long-term growth of capital by investing
principally in common stocks. The fund will seek to fulfill this objective by
attempting to replicate the composition and total return, reduced by fund
expenses, of the S&P 500. Under normal conditions, the fund will invest at least
80% of its total assets in equity securities of companies which compose the S&P
500.

The S&P 500 includes 500 selected common stocks, most of which are listed on the
New York Stock Exchange. Each stock in the Index has a unique weighting,
depending on the number of shares outstanding and its current prices. The 500
stocks in the S&P 500 are chosen by Standard & Poor's based on industry
representation, liquidity and stability. The stocks in the S&P 500 are not the
500 largest companies. Rather, the Index is designed to capture the returns of
many different sectors of the U.S. economy.

While the fund seeks to match the performance of the S&P 500, its stock
portfolio performance may not match that of the S&P 500 exactly. For example,
the fund's performance will reflect deductions for advisory fees and other
expenses that are not deducted from the performance figures reported for the S&P
500. In addition, while TimesSquare generally will seek to match the composition
of the S&P 500 as closely as possible, it may not always invest the fund's stock
portfolio to mirror the S&P 500 exactly. For instance, the fund may at times
have its portfolio weighted differently from the S&P 500 because of the
difficulty and expense of executing relatively small stock transactions. Under
normal conditions, the fund anticipates holding at least 480 of the S&P 500
issues.

The fund may also invest in stock index futures contracts and related
options and in certain short-term fixed income securities (including variable
and floating rate instruments or demand instruments) such as U.S. Government
obligations and repurchase agreements, pending investment in common stocks of
companies in the S&P 500 or to meet anticipated short-term cash needs such as
dividend payments or redemptions of shares. The percentage of the fund's assets
invested in various types of securities will vary in light of existing economic
conditions and other factors as determined by the portfolio manager.

<PAGE>

The fund is not sponsored, endorsed, sold or promoted by Standard & Poor's
Corporation ("S&P"). S&P makes no representation or warranty, express or
implied, to the record or beneficial owners of shares of the fund or any member
of the public regarding the advisability of investing. in securities generally,
or in the fund particularly, or the ability of the S&P 500 to track general
stock market performance. S&P's only relationship to TimesSquare or the fund is
the licensing of certain trademarks and trade names of S&P and of the S&P 500
which is determined, composed and calculated by S&P without regard to
TimesSquare or the fund. S&P has no obligation to take the needs of TimesSquare
or the fund or the records or beneficial owners of the fund into consideration
in determining, composing or calculating the S&P 500. S&P is not responsible for
and has not participated in the valuation of the fund or the pricing of the
fund's shares or in the determination or calculation of the equation by which
the fund's portfolio investments are to be converted into cash. S&P has no
obligation or liability in connection with the administration, marketing or
trading of the fund.

S&P DOES NOT GUARANTEE THE ACCURACY AND/OR THE COMPLETENESS OF THE S&P 500 OR
ANY DATA INCLUDED THEREIN AND S&P SHALL HAVE NO LIABILITY FOR ANY ERRORS,
OMISSIONS, OR INTERRUPTIONS THEREIN. S&P MAKES NO WARRANTY, EXPRESS OR IMPLIED,
AS TO RESULTS TO BE OBTAINED BY TIMESSQUARE, RECORD OR BENEFICIAL OWNERS OF THE
FUND, OR ANY OTHER PERSON OR ENTITY FROM THE USE OF THE S&P 500 OR ANY DATA
INCLUDED THEREIN. S&P MAKES NO EXPRESS OR IMPLIED WARRANTIES, AND EXPRESSLY
DISCLAIMS ALL WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE
OR USE WITH RESPECT TO THE S&P 500 OR ANY DATA INCLUDED THEREIN. WITHOUT
LIMITING ANY OF THE FOREGOING, IN NO EVENT SHALL S&P HAVE ANY LIABILITY FOR ANY
SPECIAL, PUNITIVE, INDIRECT, OR CONSEQUENTIAL DAMAGES (INCLUDING LOST PROFITS),
EVEN IF NOTIFIED OF THE POSSIBILITY OF SUCH DAMAGES.

In addition to the risks discussed in the Fund Summary, the fund is also subject
to investment style risk, which is the

<PAGE>

the risk that returns from an index fund investing in the S&P 500 Index will
trail returns from other asset classes or the overall stock market.

SMALL COMPANY STOCK GROWTH FUND

The fund seeks long-term capital appreciation by investing primarily in the
common and preferred stock of U.S. companies with market capitalizations, at
time of purchase, of between $30 million and $2 billion. Focus is placed on
growing companies involved in new product development and technological
breakthroughs.

The sub-adviser:

. Evaluates all sectors of the stock market to find companies that show
growth, consistent earnings, proprietary products and services and
minimal institutional ownership.

. Looks for stocks that have the potential for price appreciation of 50%
over the following 18 months and price/earnings rations at a discount
relative to their earnings growth rates.

. May also invest in American Depository Receipts listed and traded on a
registered U.S. stock exchange.

. Builds diversification into the fund through the use of sector and
security weighting limitations. Generally, the fund will not invest more
than 5% of assets in any one security.

. May invest up to 10% of fund assets in cash and cash equivalents.

In addition to the risks discussed in Fund Summary, the fund is also subject to:

. Manager risk, which is the chance that poor security selection will cause
the fund to underperform other funds with similar investment objectives.

. Investment style risk, which is the risk that returns from small
capitalization growth stocks will trail returns from other asset classes
or the overall stock market.

<PAGE>

SMALL COMPANY STOCK VALUE FUND

The fund's securities selection focuses on companies that are out of favor with
markets or have not yet been discovered by the broader investment community.

The sub-adviser generally looks for companies with:

. A low price relative to their assets, earnings, cash flow or business
franchise.

. Products and services that give them a competitive advantage.

. Quality balance sheets and strong management. In determining the
strength of a company's balance sheet, the sub-adviser will consider
factors such as debt to equity ratios and the nature and quality of a
company's assets.

The sub-adviser's philosophy is to weigh a security's downside risk before
considering its upside potential. While the fund's investment objective is
long-term capital appreciation, this philosophy may help provide an element of
capital preservation.

The fund is invested primarily in the common stock of small companies with
market capitalizations at the time of initial purchase of less than $1 billion;
however, up to 20% of fund assets may be invested in the stock of companies with
market capitalizations between $1 billion and $3 billion. Emphasis at the time
of initial purchase will be given to those firms whose market capitalizations
are less than $800 million. Permitted investments also include preferred and
convertible stock and American Depository Receipts and stock of foreign issuers
listed and traded on registered U.S. stock exchanges. The fund will typically be
comprised of 55 to 66 holdings. Up to 15% of the fund's holdings may be in cash
and cash equivalents.

In addition to the risks discussed in the Fund Summary, the fund is also subject
to:

. Manager risk, which is the chance that poor security selection will cause
the fund to underperform other funds with similar investment objectives.

<PAGE>

. Investment style risk, which is the risk that returns from small
capitalization value stocks will trail returns from other asset classes
or the overall stock market.

FOREIGN STOCK FUND

The sub-adviser first identifies economic and business themes that it believes
provide a favorable framework for selecting stocks. Using fundamental analysis,
the sub-adviser then selects individual companies it believes are best
positioned to take advantage of opportunities presented by these themes.

In purchasing securities for the fund, the sub-adviser generally looks for
companies with:

. Securities that it believes are fundamentally undervalued relative to
their long-term prospective earnings growth rates, their historic
valuation levels and their competitors.

. Business operations that it believes to be in predominantly
well-regulated and more stable foreign markets.

. Substantial size and liquidity, strong balance sheets, proven management
and diversified earnings. The sub-adviser focuses the fund's investments
on mid-sized to large capitalization companies.

The fund will typically be comprised of 70 to 100 holdings.

Up to 10% of the fund's assets may be held in cash or cash equivalents. Cash
equivalents may be dollar or non-dollar denominated.

The fund may invest in forward foreign currency contracts to hedge currency
risks. Normally, the fund will invest no more than 25% of its assets in these
contracts. See "Derivative Strategies" on page 32.

In addition to the risks discussed in the Fund Summary, the fund is also subject
to the following risks:

. Investments in securities of companies located outside of the U.S. can
be more volatile than investments in U.S. companies. Diplomatic,
political or economic developments, including nationalization or
appropriation, could affect investments in foreign countries.

<PAGE>

Foreign securities markets may have less trading volume and less
liquidity than U.S. markets. Foreign companies generally are not subject
to uniform accounting and financial reporting standards like those in the
U.S. Transaction costs are generally higher than those in the U.S.
Custodial expenses for foreign securities may be greater than those for
U.S. securities. Some foreign governments levy withholding taxes against
dividend and interest income. Although a portion of these taxes may be
recoverable, the taxes will reduce the income received by the fund in
such countries.

. Investments in emerging markets countries can be considered speculative
and may offer higher potential for gains and losses than investments in
developed markets of the world. With respect to emerging markets
countries, the risks associated with foreign investing are greater. The
economies of emerging market countries generally are heavily dependent on
international trade and may be adversely affected by trade barriers,
exchange or currency controls, managed adjustments in currency values and
other measures imposed or negotiated by the countries with which they
trade. Emerging markets may be more likely to experience political
turmoil or rapid changes in market or economic conditions than more
developed countries. In addition, the financial stability of issuers in
emerging market countries maybe more precarious than in other countries.
There is usually more price volatility in emerging markets countries,
which may be magnified by currency fluctuations.

. Investment style risk, which is the risk that returns from foreign stocks
will trail returns from other asset classes or the overall stock market.
Foreign stocks may not move in concert with the U.S. markets.

. Manager risk, which is the chance that poor security selection will cause
the fund to underperform other funds with similar investment objectives.

<PAGE>

OTHER INVESTMENT INFORMATION

COMMON POLICIES APPLICABLE TO ALL FUNDS

DERIVATIVE STRATEGIES

The funds (except for the Money Market Fund) may use derivatives such as forward
foreign currency contracts, swaps, futures contracts and options to try to
reduce risk or for speculative purposes to increase return consistent with each
particular fund's overall investment objective and policies. All of the funds
(except the Money Market Fund and the Large Company Stock Index Fund) may hedge
currency risk (risk associated with rises in the value of the U.S. dollar versus
foreign currencies) through the use of forward foreign currency contracts and
options. A derivative is a financial contract whose value is based on (or
"derived" from) a traditional security (such as a stock or bond), an asset (such
as a commodity like gold), a foreign currency or a market index (such as the S&P
500). Funds may also use futures contracts and options to hedge price risk (risk
associated with price changes in current or intended investments in securities)
of fund holdings, to keep cash on hand to meet shareholder redemptions or other
needs while simulating full investment in securities, and to reduce fund
transaction costs by buying futures instead of actual securities when futures
are favorably priced.

There is no guarantee that the funds' derivative strategies will work, or that a
fund may not lose money as a result of using these strategies. A fund may lose
more than the principal amount invested in a derivative instrument. Derivatives
are subject to a number of risks, such as the risk that the derivative
instrument may be difficult to purchase or sell, and that it might not correlate
perfectly with the underlying asset, rate, index or currency.

TEMPORARY, DEFENSIVE POSITIONS

The funds (except for the Money Market Fund) may from time to time, take
temporary defensive positions that are inconsistent with their principal
investment strategies by

<PAGE>

investing up to 100% of their respective assets in cash, short- and medium-term
fixed income securities, and in the Money Market Fund (as described in the next
paragraph) in attempting to respond to adverse market, economic, political or
other conditions. If a fund takes a temporary defensive position it may not
achieve its investment objective. The Large Company Stock Index Fund will take
temporary defensive positions only in extraordinary circumstances.

SHORT-TERM INVESTMENTS

The funds (except the Money Market Fund) may, pursuant to an order obtained by
CIGNA Funds Group from the Securities and Exchange Commission, invest their cash
balances that have not been invested in portfolio securities in the Money Market
Fund. To avoid double advisory fees, TimesSquare will waive or credit its
advisory fee for each fund investing in the Money Market Fund by the amount of
the advisory fee incurred by the fund in connection with its investment in the
Money Market Fund.

PORTFOLIO TURNOVER

Consistent with its investment policies, a fund will purchase and sell
securities without regard to the effect on portfolio turnover. Higher portfolio
turnover (e.g. over 100% per year) will cause a fund to incur additional
transaction costs and may result in taxable gains being passed through to
shareholders.

CHANGES IN POLICIES

The funds' Trustees may change the funds' investment strategies and other
policies without shareholder approval. A fund may not change its investment
objective or certain restrictions identified as fundamental in the Statement of
Additional Information without shareholder approval.

MANAGEMENT OF THE FUNDS

The investment adviser to the funds is TimesSquare Capital Management, Inc., an
indirect, wholly-owned subsidiary of CIGNA Corporation. TimesSquare also serves
as investment

<PAGE>

adviser for other investment companies, and for a number of pension, advisory,
corporate and other accounts. At September 30, 1999, TimesSquare and other
affiliates of CIGNA Corporation managed combined assets of approximately $64
billion. TimesSquare's mailing address is 900 Cottage Grove Road, Hartford,
Connecticut 06152.

TimesSquare determines what investments shall be purchased, held, sold or
exchanged by the Money Market Fund, the Core Plus Fixed Income Fund and the
Large Company Stock Index Fund.

The Balanced Fund and the Large Company Stock Growth, Large Company Stock Value,
Small Company Stock Growth, Small Company Stock Value and Foreign Stock Funds
(the "Equity Funds") use sub-advisers. Each sub-adviser has the responsibility
for determining what investments shall be purchased, held, sold or exchanged for
its particular fund. TimesSquare is responsible for selecting and monitoring the
performance of the sub-advisers, and for overall management of the business
affairs of all of the funds. TimesSquare has ultimate responsibility to oversee
the sub-advisers and recommend their hiring, termination, and replacement.

SUB-ADVISERS

TimesSquare hires investment sub-advisers who independently manage the
investment operations of the Balanced Fund and the Equity Funds, and determine
what investments those funds will purchase and sell. These sub-advisers, and the
funds they manage, are:

BALANCED FUND

INVESCO Capital Management, Inc., One Midtown Plaza, 1360 Peachtree Street,
N.E., Suite 100, Atlanta, GA 30309. INVESCO and its affiliated asset management
companies currently manage in excess of $55 billion of assets as of June 30,
1999 on behalf of tax-exempt accounts (such as pension and profit-sharing funds
for corporations and state and local governments) and investment companies.

<PAGE>

LARGE COMPANY STOCK GROWTH FUND

Morgan Stanley Dean Witter Investment Management Inc. ("MSDW Investment
Management"), with principal offices at 1221 Avenue of the Americas, New York,
New York 10020, conducts a worldwide portfolio management business and provides
a broad range of portfolio management services to customers in the United States
and abroad. At September 30, 1999, MSDW Investment Management, together with its
affiliated institutional asset management companies, managed assets of
approximately $173.5 billion, including assets under fiduciary advice.

LARGE COMPANY STOCK VALUE FUND

John A.Levin & Co, One Rockefeller Plaza, 19th Floor, New York, New York 10020,
is an advisory firm founded in 1982. As of September 30, 1999, Levin managed
approximately $7.9 billion in assets.

SMALL COMPANY STOCK GROWTH FUND

Fiduciary International, Inc. ("Fiduciary"), Two World Trade Center, New York,
New York 10048, is an indirect subsidiary of Fiduciary Trust Company
International ("FTCI"). FTCI is a New York State chartered bank specializing in
investment and administration of assets for pensions and other institutional
accounts. FTCI began investing globally in the 1960s. Total assets under
management as of September 30, 1999 of Fiduciary, FTCI and its other
subsidiaries, on behalf of all clients, were over $46 billion.

SMALL COMPANY STOCK VALUE FUND

Berger LLC, 210 University Boulevard, Suite 900, Denver, Colorado 80206 serves
as investment adviser, sub-adviser, administrator or sub-administrator to mutual
funds and institutional investors. Berger LLC has been in the investment
advisory business for over 20 years. At September 1, 1999, Berger LLC managed
approximately $5 billion in assets. Berger LLC has in turn hired Perkins, Wolf,
McDonnell & Company ("PWM"), 53 West Jackson Boulevard, Suite 818, Chicago,
Illinois, 60604 to manage the investment operation of the fund. PWM was
organized in 1980 under

<PAGE>

the name Mac-Per-Wolf Co. to operate as a securities broker-dealer. In September
1983, it changed its name to Perkins, Wolf, McDonnell & Company. PWM sub-advises
the Berger Small Cap Value Fund.

FOREIGN STOCK FUND

Bank of Ireland Asset Management (U.S.) Limited ("BIAM"), 20 Horseneck Lane,
Greenwich, CT 06830 (North American office); 26 Fitzwilliam Place, Dublin 2,
Ireland (Ireland office). BIAM serves as investment advisor or sub-advisor to
pension and profit-sharing plans and other institutional investors and mutual
funds. Bank of Ireland's investment management group was founded in 1966. As of
September 30, 1999, BIAM managed approximately $20.6 billion in assets.

As full compensation for the investment management and all other services
rendered by TimesSquare, the funds pay TimesSquare based on a percentage of each
fund's average net assets, as follows:

FUND ADVISORY FEE RATE
_______________________________________________________
Money Market Fund 0.35%
_______________________________________________________
Core Plus Fixed Income Fund 0.60%
_______________________________________________________
Balanced Fund 0.75%
_______________________________________________________
Large Company Stock Growth Fund 0.80%
_______________________________________________________
Large Company Stock Value Fund 0.75%
_______________________________________________________
Large Company Stock Index Fund 0.25%
_______________________________________________________
Small Company Stock Growth Fund 1.00%
_______________________________________________________
Small Company Stock Value Fund 1.00%
_______________________________________________________
Foreign Stock Fund 1.00%
_______________________________________________________
TimesSquare (not the funds) pays each sub-adviser its
respective sub-advisory fee.

<PAGE>

CIGNA Funds Group has requested an order from the Securities and Exchange
Commission that will permit the funds, without prior shareholder approval, to
change the terms of any advisory agreement with a sub-adviser or hire a new
sub-adviser, either as a replacement for an existing sub-adviser or as an
additional sub-adviser. However, if the funds hire a new sub-adviser, they will
provide written information concerning the new sub-adviser to shareholders of
the fund concerned. There is no guarantee that CIGNA Funds Group will obtain
this order from the Securities and Exchange Commission.

PORTFOLIO MANAGERS

These are the individuals primarily responsible for management of the funds.
They have had this responsibility since inception of each of their respective
funds.

CORE PLUS FIXED INCOME FUND

ROBERT J. MOORE, ROBERT W. JUSTICH,
IRA EDELBLUM AND KEVIN BARRY.

ROBERT J. MOORE. Mr. Moore is President of TimesSquare. He previously had been
co-head of global fixed income at Credit Suisse Asset Management where he
oversaw the U.S. fixed income team and chaired its sector allocation committees.
Prior to joining Credit Suisse in 1987, he was head of a fixed income sales
research group at Salomon Brothers. Mr. Moore holds a B.S. in Finance from
Lehigh University and is a member of the Advisory Council for the Lehigh
University Business School.

<PAGE>

mately $6 billion in fixed income assets. Prior to joining Credit Suisse in
1995, he spent seven years as Director, Corporate Bond Trading at Merrill Lynch,
focusing on credit research and leading the development of Merrill's first
proprietary corporate bond trading desk. Mr. Justich holds a B.A. degree and
M.B.A. in Finance from Rutgers University.

IRA EDELBLUM. Mr. Edelblum is Managing Director and Core Fixed Income Portfolio
Manager of TimesSquare. Previously, Mr. Edelblum was with Credit Suisse Asset
Management where he was a portfolio manager specializing in corporate bonds. Mr.
Edelblum is a graduate of the State University of New York (Albany) and holds an
M.B.A. from New York University.

KEVIN D. BARRY, CFA. Mr. Barry is Managing Director and Core Fixed Income
Portfolio Manager of TimesSquare. His responsibilities include managing public
mortgage and asset-backed securities. Previously, Mr. Barry was with 1838
Investment Advisers. Mr. Barry received his bachelor's degree in Finance, Summa
Cum Laude, from LaSalle College in 1981.

Messrs. Moore, Justich and Edelblum joined TimesSquare in 1999. Mr. Barry joined
TimesSquare in 1997.

BALANCED FUND

EDWARD C. MITCHELL JR., JAMES O. BAKER, MARGARET W. DURKES AND DAVID S. GRIFFIN.
They also manage the INVESCO Total Return Fund. Mr. Mitchell, CFA, president of
INVESCO Capital Management, has managed the INVESCO Total Return Fund since its
inception in 1987. Mr. Mitchell, who began his investment career in 1969,
received his B.A. from the University of Virginia and his M.B.A. from the
University of Colorado. He is also a Chartered Investment Counselor. Mr. Baker,
CFA, has been portfolio manager of the INVESCO Total Return Fund since 1997, and
a portfolio manager with INVESCO Capital Management since 1992. An investment
professional since 1977, he holds a B.A. from Mercer University. Ms. Durkes,
CFA, has been assistant portfolio manager of the INVESCO Total Return Fund since
1997, and an assistant portfolio manager with INVESCO Capital Management since
1993. She earned a B.A. from the Colorado College. Mr. Griffin,

<PAGE>

CFA, has been the assistant portfolio manager of the INVESCO Total Return Fund
since 1993. An investment professional since 1983, he received his B.A. from
Ohio Wesleyan University and his M.B.A. from the College of William and Mary.

LARGE COMPANY STOCK GROWTH FUND

PHILIP W. FRIEDMAN, MARGARET K. JOHNSON AND WILLIAM S. AUSLANDER. Philip W.
Friedman is a Managing Director of MSDW Investment Management and Morgan Stanley
& Co. Incorporated ("Morgan Stanley") and is head of the Institutional Equity
Group of MSDW Investment Management. Prior to joining MSDW Investment Management
in 1997, he was the North American Director of Equity Research at Morgan
Stanley. From 1990 to 1995, he was a member of Morgan Stanley's Equity Research
team. Mr. Friedman received a B.A. from Rutgers University in Economics and a
Masters of Management from the J.L. Kellogg School of Management at Northwestern
University. Margaret K. Johnson is a Managing Director of MSDW Investment
Management and Morgan Stanley and a Portfolio Manager in the Institutional
Equity Group. She joined MSDW Investment Management in 1984. She holds a B.A.
degree from Yale College and is a Chartered Financial Analyst. William S.
Auslander is a Principal of MSDW Investment Management and Morgan Stanley and a
Portfolio Manager in the Institutional Equity Group. He joined MSDW Investment
Management in 1995 as an equity analyst in the Institutional Equity Group. Prior
to joining MSDW Investment Management, he worked at Icahn & Co. for nine years
as an equity analyst. He received a B.A. in Economics from the University of
Wisconsin at Madison and an M.B.A. from Columbia University.

LARGE COMPANY STOCK VALUE FUND

<PAGE>

Levin & Co., Inc. A securities analyst, he has been in the investment industry
since 1964. He holds B.S. and L.L.B. degrees from Yale University.

SMALL COMPANY STOCK GROWTH FUND

GRANT R. BABYAK AND YVETTE C. BOCKSTEIN. Mr. Babyak, Senior Vice President,
joined Fiduciary Trust Company International in 1996. An investment professional
since 1988, he is responsible for managing institutional portfolios in the small
capitalization sector. Previously, he was employed as an institutional portfolio
manager at Avatar Associates and as a securities analyst at U.S. Trust Company
of New York. Mr. Babyak received a B.A. from Yale College and an M.B.A. from New
York University-Stern School of Business. Ms. Bockstein, Senior Vice President,
is responsible for managing institutional and individual portfolios and the
special situations commingled funds. She joined Fiduciary Trust Company
International in 1978. Ms. Bockstein holds a B.A. from UCLA and a Certificate en
Sciences Economiques from the Universite de Bruxelles.

SMALL COMPANY STOCK VALUE FUND

ROBERT H. PERKINS. Mr. Perkins has managed the Berger Small Cap Value Fund
(formerly the Omni Investment Fund) since 1985. Mr. Perkins has been employed by
Perkins, Wolf, McDonnell & Company (PWM) since 1980 and owns 49% of its
outstanding common stock. He also serves as president and a director of PWM.

FOREIGN STOCK FUND
All investment decisions are made by a team of Bank of Ireland Asset Management
(U.S.) Ltd. Investment professionals.

PRICING OF SHARES

<PAGE>

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 for the Money Market Fund on Good
Friday if banks are open.

The funds value their investments for which market quotations are readily
available at market value. They value short-term investments that will mature
within 60 days at amortized cost, which approximates market value. They value
all other investments and assets at their fair values. The funds translate
prices for their investments quoted in foreign currencies into U.S. dollars at
current exchange rates. As a result, changes in the value of those currencies in
relation to the U.S. dollar may affect a fund's NAV. Because foreign markets may
be open at different times than the New York Stock Exchange, the value of a
fund's shares may change on days when shareholders are not able to buy or sell
them. If events materially affecting the values of a fund's foreign investments
occur between the close of foreign markets and the close of regular trading on
the New York Stock Exchange, these investments will be valued at their fair
value.

VALUATION OF MONEY MARKET FUND
INVESTMENTS

The Money Market 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 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.

<PAGE>

PURCHASE AND
REDEMPTION OF SHARES

GENERAL INFORMATION

The funds presently offer various methods of purchasing shares (institutional
class, premier class and retail class), enabling the funds 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.

The differences in the fee structures among classes are the result of their
separate fee arrangements for record keeping and distribution services.
Different fees and expenses will affect performance.

RETAIL CLASS SHARES

The retail class imposes a fee to cover the expenses associated with providing
individualized record keeping and related services for each fund shareholder and
beneficial owner of fund shares.

12B-1 PLAN FOR RETAIL CLASS SHARES

In addition, the funds have adopted a plan under Rule 12b-1 of the 1940 Act that
allows the retail class of each fund to pay for services provided to retail
class shareholders and expenses primarily intended to result in sale of this
class of shares of the funds. The retail class or each fund will pay CIGNA
Financial Services, Inc. ("CIGNA Financial Services"), the funds' distributor,
0.25% annually of its average daily net assets for providing shareholder
services to retail class shareholders, such as receiving and processing orders,
answering questions and handling correspondence from shareholders about their
accounts and similar account

<PAGE>

administrative services, and for distribution related expenses. Because these
fees are paid out of each fund's retail class 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.

HOW TO PURCHASE SHARES

Shares of each fund are sold on a continuous basis without any initial sales
charge or contingent deferred charge at the net asset value per share of each
class of each fund next determined after we receive your purchase order (see
"Pricing of Shares"). The funds do not issue share certificates.

ELIGIBLE PURCHASERS

Retail class shares are available to individual investors, employer-sponsored
retirement plans, and other accounts.

RETIREMENT AND SAVINGS PLANS AND PLAN PARTICIPANTS

One or more of the funds may be available as investment options in
employer-sponsored or other types of 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 a Charter Fund as an investment
option.

BROKERAGE ACCOUNT PURCHASES

All investors other than retirement and savings plan participants must purchase
shares through CIGNA Financial Services. Orders placed through your brokerage
representative are priced as of the close of business on the day the order is
received by CIGNA Financial Services, provided CIGNA Financial Services receives
the order 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. A completed application is required to establish a new
brokerage account. Purchase orders must be accepted by CIGNA Financial Services.
CIGNA Financial Services reserves the right to

<PAGE>

reject any purchase order. Additional information regarding establishing a
brokerage account and purchasing shares may be obtained by calling CIGNA
Financial Services at 1.888.CIGNA.FS (244.6237).

ADDITIONAL INFORMATION

Each fund reserves the right to limit purchases of shares, or may refuse to sell
shares (including purchases by exchange) of a fund to any person, if in the
judgment of fund management, this is in the best interest of the fund.

Each fund may convert from a portfolio directly holding investment securities to
a "feeder" fund of a "master" fund having substantially the same objectives,
policies and strategies as described in this prospectus if the Board of Trustees
of the funds determines it is in the best interests of the fund and its
shareholders to do so. If this were to happen, each fund would seek to achieve
its investment objective by owning shares of a corresponding master fund, which
in turn would own the types of securities and employ the types of policies and
strategies described in this prospectus.

HOW TO REDEEM SHARES

RETIREMENT AND SAVINGS PLAN PARTICIPANTS

Plan participants should contact their plan administrator for information on how
to redeem fund shares.

BROKERAGE ACCOUNT REDEMPTIONS

All other investors must redeem shares through their brokerage account with
CIGNA Financial Services. Shares will be redeemed at the net asset value next
determined after CIGNA Financial Services receives the redemption request. A
signature guarantee may be required before payment can be made on redemption
orders. For additional information regarding redeeming shares from your
brokerage account, call CIGNA Financial Services at 1.888.CIGNA.FS (244.6237).

FURTHER REDEMPTION INFORMATION

<PAGE>

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 shares are issued before the
investor's check has cleared, the transmittal of any proceeds from the
redemption of the shares will occur upon clearance of the check, which may take
up to 15 days.

Each of the funds reserves the right to suspend the right of redemption and to
postpone the date of payment upon redemption for up to seven days and for such
other periods as the 1940 Act or Securities and Exchange Commission may permit.

If the sale of fund shares you make during a 90-day period reach the lesser of
$250,000 or 1% of fund assets, we can give you liquid securities from the fund's
portfolio instead of cash. If you want to sell the securities for cash, you
would have to pay the costs charged by a broker.

HOW TO EXCHANGE SHARES

If you want to switch your investment from one fund to another, you can exchange
your fund shares for shares of the same class of another fund at the respective
net asset values of the funds involved.

The exchange privilege is not intended as a vehicle for short-term trading.
Excessive exchange activity may interfere with portfolio management and have an
adverse effect on all shareholders. In order to limit excessive exchange
activity and otherwise promote the best interests of the funds, the funds
reserve the right to revise or terminate the exchange privilege, limit the
amount or number of exchanges or reject any exchange. The fund into which you
would like to exchange may also reject your exchange.

<PAGE>

as permitted by the applicable retirement or savings plan. Participants' plan
administrators or employers can explain how frequently exchanges are allowed.

TELEPHONE SERVICES

If you are a retirement or savings plan participant and have questions or want
information about your plan account, contact your plan administrator.

Investors with CIGNA Financial Services brokerage accounts should call
1.888.CIGNA.FS (244.6237) for account information or to speak to their dealer
representative.

DIVIDENDS AND DISTRIBUTIONS

The Money Market Fund declares dividends daily and distributes dividends
monthly. The Core Plus Fixed Income Fund declares and distributes income
dividends monthly and capital gain dividends, if any, annually. The Equity Funds
and the Balanced Fund declare and distribute income and capital gain dividends,
if any, annually.

All distributions will be automatically reinvested for you in shares of the fund
making the distribution at the net asset value determined on the record date.

TAX MATTERS

TAX EFFECTS OF DISTRIBUTIONS AND
TRANSACTIONS

As with any investment, your investment in a fund could have tax consequences
for you. If you are not investing through a tax-advantaged retirement account,
you should consider these tax consequences.

TAXES ON DISTRIBUTIONS. Distributions you receive from each fund are subject to
federal income tax, and may also be subject to state or local taxes.

For federal tax purposes, each fund's dividends and distributions of income and
short-term capital gains are taxable to you as ordinary income. Each fund's
distributions of long-

<PAGE>

term capital gains are taxable to you generally as capital gains. The rates that
you will pay on any capital gains distributions will depend on how long a 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.

If you buy shares when a fund has realized but not yet distributed income or
capital gains, you will be "buying a dividend" by paying the full price for the
shares and then receiving a portion of the price back in the form of a taxable
distribution.

Any taxable distributions you receive from a fund will normally be taxable to
you when you receive them, even though your dividends will be reinvested into
the fund issuing the dividend.

TAXES ON TRANSACTIONS. Your redemptions, including exchanges, may result in a
capital gain or loss for federal tax purposes. A capital gain or loss on your
investment in a fund is the difference between the cost of your shares and the
price you receive when you sell them. The Money Market Fund seeks to maintain a
constant net asset value of $1.00 per share, so a sale of shares of this fund
generally will not result in a gain or loss.

FINANCIAL HIGHLIGHTS

The financial highlights tables are intended to help you understand the funds'
financial performance for the past five years, or life of the fund, whichever is
shorter. Certain information reflects financial results for a single fund share.
The total returns in the tables represent the rate that an investor would have
earned on an investment in the fund (assuming reinvestment of all dividends and
distributions). This information (except for the periods ended June 30, 1999)
has been audited by PricewaterhouseCoopers LLP, whose report, along with the
funds' financial statements, are included in the annual report which is
available upon request.

<PAGE>

LARGE COMPANY STOCK INDEX FUND
(F/K/A S&P 500 INDEX FUND)

INSTITUTIONAL
CLASS
(UNAUDITED)
SIX MONTHS
ENDED
JUNE 30, 1999 YEARS ENDED DECEMBER 31,
1999 1998 1997*
________________________________________________________________________________
PER SHARE
OPERATING PERFORMANCE:
NET ASSET VALUE,
BEGINNING OF PERIOD $13.84 $10.95 $10.00

INCOME FROM
INVESTMENT OPERATIONS
Net investment income 0.08 0.13 0.07
Net realized and unrealized
gain on securities 1.61 2.97 0.95

TOTAL FROM INVESTMENT
OPERATIONS 1.69 3.10 1.02

LESS DISTRIBUTIONS:
Dividends from
net investment income - -0.16 -0.07
Distributions from
capital gains - -0.05 -

TOTAL DISTRIBUTIONS - -0.21 -0.07
----- -----

NET ASSET VALUE, END OF PERIOD $15.53 $13.84 $10.95
====== ====== ======

TOTAL RETURN/1/ 12.21%** 28.28% 10.23%**

RATIOS AND SUPPLEMENTAL DATA:

Net assets, end of period
(000 omitted) $327,211 $291,265 $105,845
Ratio of operating expenses
to average net assets/2/ 0.35% 0.35% 0.18%**
Ratio of net investment income
to average net assets/3/ 1.17% 1.27% 0.79%**
Portfolio turnover 2% 3% 4%

*For the period from July 1, 1997 (commencement of operations) through
December 31, 1997.

**Not annualized.

1. Total return would have been lower if certain expenses had not been
reimbursed by the Adviser. Total investment return based on per share net
asset value reflects the effects of changes in net asset value on the
performance of the Fund during each period, and assumes distributions were
reinvested at net asset value.

2. Ratio of expenses to average net assets prior to the reduction of advisory
fee was 0.37% (annualized), 0.43% and 0.36%, respectively, for the six months
ended June 30, 1999, the period ended December 31, 1998 and for the six
months ended December 31, 1997.

3. Ratio of net investment income to average net assets prior to the reduction
of advisory fee was 1.15% (annualized), 1.18% and 0.61%, respectively, for
the six months ended June 30, 1999, the period ended December 31, 1998 and
the six months ended December 31, 1997. 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.

++ Annualized.

<PAGE>

MONEY MARKET FUND

RETAIL CLASS |
(F/K/A RETAIL SERVICE CLASS) INSTITUTIONAL CLASS |
UNAUDITED APRIL 29, 1999+ UNAUDITED SIX MONTHS| INSTITUTIONAL CLASS
TO JUNE 30, 1999 ENDED JUNE 30, 1999| YEARS ENDED DECEMBER 31,
1999 1999 | 1998 1997 1996 1995 1994
_______________________________________________________________________________|____________________________________________________
<S> <C> <C> |<C> <C> <C> <C> <C>
PER SHARE OPERATING PERFORMANCE: |
NET ASSET VALUE, BEGINNING OF PERIOD $1.00 $1.00 | $1.00 $1.00 $1.00 $1.00 $1.00
INCOME FROM INVESTMENT OPERATIONS |
Net investment income 0.01 0.02 | 0.05 0.05 0.05 0.05 0.03
TOTAL FROM INVESTMENT OPERATIONS 0.01 0.02 | 0.05 0.05 0.05 0.05 0.03
----- ----- | ----- ----- ----- ----- -----
LESS DISTRIBUTIONS: |
Dividends from net investment income -0.01 -0.02 | -0.05 -0.05 -0.05 -0.05 -0.03
TOTAL DISTRIBUTIONS -0.01 -0.02 | -0.05 -0.05 -0.05 -0.05 -0.03
NET ASSET VALUE, END OF PERIOD $1.00 $1.00 | $1.00 $1.00 $1.00 $1.00 $1.00
===== ===== | ===== ===== ===== ===== =====
TOTAL RETURN* 0.70%a 2.30%a | 5.18% 5.27% 4.91% 5.33% 3.43%
RATIOS AND SUPPLEMENTAL DATA: |
Net assets, end of period (000 omitted) $2,590 $164,128 |$229,619 $171,065 $120,505 $1,034 $16,673
Ratio of operating expenses to average |
net assets** 0.93% 0.45% | 0.45% 0.44% 0.45% 0.80% 1.00%
Ratio of net investment income to average |
net assets*** 4.05% 4.60% | 5.06% 5.14% 4.95% 5.38% 3.32%

</TABLE>

*Total return would have been lower if certain expenses had not been
reimbursed by the Adviser.
**Ratios of expenses to average net assets prior to reimbursement of expenses
for the Retail Service Class was 1.00% (annualized) for the 1999 period.
Ratios of expenses to average net assets prior to reimbursement of expenses
for the Institutional Class were 0.52% (annualized) for the six months ended
June 30, 1999, and 0.47%, 0.51%, 0.69%, 1.21% and 1.11% respectively, for the
1998, 1997, 1996, 1995 and 1994 periods.
***Ratios of net investment income to average net assets prior to reimbursement
of expenses for the Retail Service Class was 3.98% (annualized) for the 1999
period. Ratios of net investment income to average net assets prior to
reimbursement of expenses for the Institutional Class were 4.53% (annualized)
for the six months ended June 30, 1999 and 5.03%, 5.07%, 4.71%, 4.91%, and
3.22% respectively, for the 1998, 1997, 1996, 1995 and 1994 periods.
+ Retail Service Class shares initially offered on April 29, 1999.
a Not annualized
++ Annualized

<PAGE>

________________________________________________________________________________

FOR MORE INFORMATION

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 funds' investments
is available in the fund's annual and semi-annual reports to shareholders. In
the funds' annual report, you will find a discussion of the market conditions
and investment strategies that significantly affected the fund's performance
during their 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.

Information about the fund (including the SAI) can be reviewed and copied at the
Commission's Public Reference Room in Washington, D.C. 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.CIGNA.FS (244.6237)

Reports and other information about the fund are available on the EDGAR Database
on the Commission's Internet site at http://www.sec.gov. Copies of this
information may be obtained, after paying a duplicating fee, by electronic
request at the following E-mail address: [email protected], or by writing the
Commission's Public Reference Section, Washington, D.C. 20549-0102.

Information on the operation of the public reference room may be obtained by
calling the Commission at 1.202.942.8090.

CIGNA FUNDS GROUP

CHARTER FUNDS/SM/
RETAIL CLASS

(Investment Company Act File No. 811-1646)

<PAGE>
________________________________________________________________________________

CIGNA FUNDS GROUP
________________________________________________________________________________

CHARTER
FUNDS/SM/

PREMIER CLASS
____________________________________
MONEY MARKET FUND
[A BUILDING GRAPHIC APPEARS IN BACKGROUND] ____________________________________
CORE PLUS FIXED INCOME FUND
____________________________________
BALANCED FUND
____________________________________
LARGE COMPANY STOCK GROWTH FUND
____________________________________
LARGE COMPANY STOCK VALUE FUND
____________________________________
LARGE COMPANY STOCK INDEX FUND
____________________________________
SMALL COMPANY STOCK GROWTH FUND
____________________________________
SMALL COMPANY STOCK VALUE FUND
____________________________________
FOREIGN STOCK FUND

<PAGE>

INTRODUCTION

TABLE OF CONTENTS

Fund Summary...................................................................1

Bar Charts and Performance Tables.............................................12

Fees and Expenses of the Funds................................................15

Investment Information........................................................17

Other Investment Information: Common Policies.................................32

Management of the Funds.......................................................33

Pricing of Shares.............................................................40

Purchase and Redemption of Shares.............................................41

Tax Matters...................................................................46

Financial Highlights..........................................................47

For More Information..................................................Back cover

<PAGE>

FUND SUMMARY

MONEY MARKET FUND

ADVISER: TIMESSQUARE CAPITAL MANAGEMENT, INC.
("TIMESSQUARE")

INVESTMENT OBJECTIVE

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.

PRINCIPAL INVESTMENT STRATEGIES

The fund invests exclusively in U.S. dollar denominated 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 you to lose money.

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.

CORE PLUS FIXED INCOME FUND

ADVISER: TIMESSQUARE CAPITAL MANAGEMENT, INC.

INVESTMENT OBJECTIVE

Seeks a high level of total return.

PRINCIPAL INVESTMENT STRATEGIES

<PAGE>

The fund may invest up to 25% of its assets in high-yield,
below-investment-grade bonds (which may include securities in default). These
securities are commonly called "junk bonds."

When purchasing or selling securities, TimesSquare will analyze market themes,
individual security structural features, pricing, trading opportunities and
issuer credit quality.

PRINCIPAL RISKS OF INVESTING IN THE FUND

The fund is subject to the following principal investment risks:

This fund's principal risk factor is market risk.

Compared to higher-quality debt securities, below investment-grade bonds involve
greater risk of default or price changes due to changes in the credit quality of
the issuer.

<PAGE>

You can lose money by investing in the fund. The fund may not achieve its
investment objective.

BALANCED FUND

SUB-ADVISER: INVESCO CAPITAL MANAGEMENT, INC.

INVESTMENT OBJECTIVE

Seeks a high total return through capital appreciation and current income.

PRINCIPAL INVESTMENT STRATEGIES

At least 30% of fund assets is invested in each of the following:

. equities

. fixed and variable income securities

<PAGE>

The income securities the fund will invest in primarily will include obligations
of the U.S. government and its agencies and investment grade corporate bonds.

PRINCIPAL RISKS OF INVESTING IN THE FUND

This fund's principal risk factor is market risk.

Market risk associated with equity securities such as common stocks is related
to stock market movements. In general, stock values fluctuate in response to
activities specific to a company, as well as general market, economic and
political conditions. Stock prices can fluctuate widely in response to these
factors.

You can lose money by investing in the fund. The fund may not achieve its
investment objective.

<PAGE>

LARGE COMPANY STOCK GROWTH FUND

SUB-ADVISER: MORGAN STANLEY DEAN WITTER
INVESTMENT MANAGEMENT INC.

INVESTMENT OBJECTIVE

Seeks long-term capital appreciation.

PRINCIPAL INVESTMENT STRATEGIES

The sub-adviser emphasizes individual security selection and may focus the
fund's holdings within the limits permissible for a diversified fund.

The fund emphasizes securities that, in the sub-adviser's opinion, have the
potential to rise in price rather than pay out income.

PRINCIPAL RISKS OF INVESTING IN THE FUND

You can lose money by investing in the fund. The fund may not achieve its
investment objective.

<PAGE>

LARGE COMPANY STOCK VALUE FUND

Sub-Adviser: John A. Levin & Co.

INVESTMENT OBJECTIVE

Seeks long-term capital appreciation.

PRINCIPAL INVESTMENT STRATEGIES

PRINCIPAL RISKS OF INVESTING IN THE FUND

You can lose money by investing in the fund. The fund may not achieve its
investment objective.

<PAGE>

LARGE COMPANY STOCK INDEX FUND

ADVISER: TIMESSQUARE CAPITAL MANAGEMENT, INC.

INVESTMENT OBJECTIVE

PRINCIPAL INVESTMENT STRATEGIES

PRINCIPAL RISKS OF INVESTING IN THE FUND

The fund is subject to tracking risk, which is the risk that the fund's returns
will be less than the returns of the S&P 500 Index.

You can lose money by investing in the fund. The fund may not achieve its
investment objective.

SMALL COMPANY STOCK GROWTH FUND

SUB-ADVISER: FIDUCIARY INTERNATIONAL, INC.

INVESTMENT OBJECTIVE

Seeks long-term capital appreciation.

PRINCIPAL INVESTMENT STRATEGIES

<PAGE>

Fiduciary International, Inc.:

. Looks for stocks that have the potential for price appreciation of 50% over
the following 18 months and price/earnings ratios at a discount relative to
their earnings growth rates.

PRINCIPAL RISKS OF INVESTING IN THE FUND

You can lose money by investing in the fund. The fund may not achieve its
investment objective.

SMALL COMPANY STOCK VALUE FUND

SUB-ADVISER: BERGER LLC/PERKINS, WOLF,
MCDONNELL & COMPANY

INVESTMENT OBJECTIVE

Seeks long-term capital appreciation.

<PAGE>

PRINCIPAL INVESTMENT STRATEGIES

The fund's securities selection focuses on companies that are out of favor with
markets or have not yet been discovered by the broader investment community.

The fund generally looks for companies with:

. A low price relative to their assets, earnings, cash flow or business
franchise;

. Products and services that give them a competitive advantage; and

. Strong balance sheets and strong management.

The fund will generally sell a security when it no longer meets these investment
criteria or when it has met the sub-adviser's expectations for appreciation.

PRINCIPAL RISKS OF INVESTING IN THE FUND

As a result of its principal investment strategies, the fund's investments are
often focused in a small number of busi-

<PAGE>

You can lose money by investing in the fund. The fund may not achieve its
investment objective.

FOREIGN STOCK FUND

SUB-ADVISER: BANK OF IRELAND
ASSET MANAGEMENT (U.S.) LIMITED

INVESTMENT OBJECTIVE

Seeks long-term capital appreciation.

PRINCIPAL INVESTMENT STRATEGIES

The fund invests primarily in common stocks of well-established companies
located outside the U.S.

The fund considers a company to be located outside the U.S. if:

. It is organized under the laws of another country;

. The principal trading market for the company's securities is in another
country; or

. The company derives at least 50% of its revenues or profits from
operations in another country or has at least 50% of its assets in
another country.

<PAGE>

toric valuation levels and their competitors. The fund will generally sell a
security when it no longer meets these investment criteria or when it has met
the sub-adviser's expectations for appreciation.

PRINCIPAL RISKS OF INVESTING IN THE FUND

You can lose money by investing in the fund. The fund may not achieve its
investment objective.

<PAGE>

BAR CHARTS AND
PERFORMANCE TABLES

A fund's past performance does not necessarily indicate how the fund will
perform in the future.

<PAGE>

[THE INFORMATION SET FORTH BELOW APPEARS AS A BAR CHART GRAPHIC]

MONEY MARKET FUND - ANNUAL TOTAL RETURN

8.96% 7.82% 5.75% 3.36% 2.39% 3.43% 5.33% 4.91% 5.27% 5.18%
89 90 91 92 93 94 95 96 97 98

MONEY MARKET FUND AVERAGE ANNUAL TOTAL RETURNS

for the periods ended December 31, 1998
(commenced operations 12/21/81)

<PAGE>

[THE INFORMATION SET FORTH BELOW APPEARS AS A BAR CHART GRAPHIC]

LARGE COMPANY STOCK INDEX FUND --
ANNUAL TOTAL RETURN

28.28%
1998

LARGE COMPANY STOCK INDEX FUND
AVERAGE ANNUAL TOTAL RETURNS

for the periods ended December 31, 1998
(commenced operations July 1, 1997)

<PAGE>

FEES AND EXPENSES
OF THE FUNDS

This table describes the fees and expenses that you may pay if you buy and hold
shares of the funds.

SHAREHOLDER FEES (ALL FUNDS)
(fees paid directly from your investment)

Maximum sales charge (load) imposed on purchases
(as a percentage of offering price)..............................None

Maximum deferred sales charge (load).............................None

Redemption fee (as a percentage of amount redeemed)..............None

Exchange fee.....................................................None

Annual Fund Operating Expenses
(expenses that are deducted from fund assets)

Large Large
Core Plus Company Company
Money Fixed Stock Stock
Market Income Balanced Growth Value
Fund Fund Fund Fund Fund
_________________________________________________________________
Management Fees 0.35% 0.60% 0.75% 0.80% 0.75%
_________________________________________________________________
Distribution & Service
(12b-1) Fees None 0.15% None None None
_________________________________________________________________
Other Expenses/1/ 0.41% 0.45% 0.46% 0.44% 0.44%
_________________________________________________________________
Total Annual Fund
Operating Expenses 0.76% 1.20% 1.21% 1.24% 1.19%
_________________________________________________________________
Waiver of
Fund Expenses/2/ -0.06% -0.35% -0.21% -0.24% -0.19%
_________________________________________________________________
Total Actual Fund
Operating Expenses 0.70% 0.85% 1.00% 1.00% 1.00%
_________________________________________________________________

Large Small Small
Company Company Company
Stock Stock Stock Foreign
Index Growth Value Stock
Fund Fund Fund Fund
_________________________________________________________________
Management Fees 0.25% 1.00% 1.00% 1.00%
_________________________________________________________________
Distribution & Service
(12b-1) Fees None None None None
_________________________________________________________________
Other Expenses/1/ 0.34% 0.46% 0.46% 0.55%
_________________________________________________________________
Total Annual Fund
Operating Expenses 0.59% 1.46% 1.46% 1.55%
_________________________________________________________________
Waiver of
Fund Expenses/2/ -0.24% -0.21% -0.21% -0.30%
_________________________________________________________________
Total Actual Fund
Operating Expenses 0.35% 1.25% 1.25% 1.25%
_________________________________________________________________

<PAGE>

1. Other expenses for all funds except Money Market and Large Company Stock
Index Funds are based on estimated amounts for the current fiscal year.

Money Market Fund 0.70%
Core Plus Fixed Income Fund 0.85%
Balanced Fund 1.00%
Large Company Stock Growth Fund 1.00%
Large Company Stock Value Fund 1.00%
Large Company Stock Index Fund 0.35%
Small Company Stock Growth Fund 1.25%
Small Company Stock Value Fund 1.25%
Foreign Stock Fund 1.25%

Reimbursement arrangements can decrease a fund's expenses and boost its
performance.

EXAMPLE

These examples are intended to help you compare the cost of investing in the
funds with the cost of investing in other mutual funds.

The example assumes that:

. You invest $10,000 in the fund for the time periods indicated;

. Your investment has a 5% return each year; and

Although your actual costs may be higher or lower, based on these assumptions,
your costs would be:

<PAGE>

_________________________________________________________________
1 year 3 years 5 years 10 years
_________________________________________________________________
Money Market Fund $72 $237 $417 $939
_________________________________________________________________
Core Plus Fixed Income Fund $87 $347 - -
_________________________________________________________________
Balanced Fund $102 $364 - -
_________________________________________________________________
Large Company Stock Growth Fund $102 $370 - -
_________________________________________________________________
Large Company Stock Value Fund $102 $360 - -
_________________________________________________________________
Large Company Stock Index Fund $ 36 $165 $307 $723
_________________________________________________________________
Small Company Stock Growth Fund $127 $442 - -
_________________________________________________________________
Small Company Stock Value Fund $127 $442 - -
_________________________________________________________________
Foreign Stock Fund $127 $461 - -
_________________________________________________________________

INVESTMENT INFORMATION

OBJECTIVES, STRATEGIES AND RELATED RISKS

MONEY MARKET FUND

<PAGE>

INVESTMENT POLICIES

<PAGE>

The fund may change these operational policies to reflect changes in the laws
and regulations without the approval of shareholders.

In addition to the risks discussed in the Fund Summary, the fund is subject to:

. Manager risk, which is the chance that poor security selection will cause
the fund to underperform other money market funds.

. Investment style risk, which is the risk that returns from short-term,
high-quality money market instruments will trail returns from other asset
classes.

CORE PLUS FIXED INCOME FUND

STRATEGY/PHILOSOPHY

<PAGE>

DECISION-MAKING PROCESS

Investment decisions for the fund follow a three-stage process.

First, the portfolio managers and the strategy team identify key global and
macroeconomic themes they anticipate will drive the fixed income markets. For
example, the team ana-

<PAGE>

lyzes liquidity trends, monetary and fiscal policy, capital flows, business
cycles, and global indicators such as yield curves and currency dynamics.

In addition to the risks discussed in the Fund Summary, the fund is also subject
to the following risks:

. Credit risk, which is the risk that the issuer or guarantor of a fixed
income security is unable or unwilling to meet its obligations to pay
principal and interest.

. Manager risk, which is the chance that poor security selection will cause
the fund to underperform other funds with similar investment objectives.

. Sector allocation risk, which is the risk that returns from certain
sectors of fixed income securities will trail the returns from other
sectors.

<PAGE>

BALANCED FUND

The fund strives for reasonably consistent total returns over "up" and "down"
market cycles.

The fund may invest:

. in investment-grade corporate debt obligations;

. in obligations of the U.S. Government and its agencies; and

. up to 25% of total assets in foreign equity and debt securities.

In addition to the risks discussed in the Fund Summary, the fund is also subject
to the following risks:

. Credit risk, which is the risk that the issuer or guarantor of a fixed
income security is unable or unwilling to meet its obligations to pay
principal and interest.

. Manager risk, which is the chance that poor security selection will cause
the fund to underperform other funds with similar investment objectives.

<PAGE>

LARGE COMPANY STOCK GROWTH FUND

<PAGE>

positive earnings surprises in relation to consensus expectations. The fund
considers selling securities of issuers that no longer meet the sub-adviser's
criteria.

Normally, up to 15% of fund assets may be held in cash or cash equivalents.

Up to 25% of fund assets may be invested in foreign securities and American and
Global Depositary Receipts. Typically, such holdings represent less than 5% of
the portfolio.

In addition to the risks discussed in the Fund Summary, the fund is also subject
to the following risks:

. Manager risk, which is the chance that poor security selection will cause
the fund to underperform other funds with similar investment objectives.

. Investment style risk, which is the risk that returns from large
capitalization growth-oriented equity securities will trail returns from
other asset classes or the overall stock market.

<PAGE>

LARGE COMPANY STOCK VALUE FUND

The fund normally invests:

. 80% to 100% of assets in large capitalization equity securities,
with an emphasis on New York Stock Exchange issues.

. Up to 15% of assets in cash and cash equivalents.

. Up to 15% of fund assets in convertible securities. These
securities are purchased as a means of managing the risk inherent
in the underlying common stocks.

Although the fund does not make significant investments in securities of
companies based outside the United States, it may invest up to 20% of its assets
in foreign securities.

Typically, the fund holds between 45 and 70 securities, which may include
American Depository Receipts.

Generally, the fund does not invest more than 5% of total assets in any single
investment.

In addition to the risks discussed in the Fund Summary, the fund is also subject
to the following risks:

. Manager risk, which is the chance that poor security selection will cause
the fund to underperform other funds with similar investment objectives.

. Investment style risk, which is the risk that returns from large
capitalization value stocks will trail returns from other asset classes
or the overall stock market.

<PAGE>

LARGE COMPANY STOCK INDEX FUND

The fund may also invest in stock index futures contracts and related options
and in certain short-term fixed income securities (including variable and
floating rate instruments or demand instruments) such as U.S. Government
obligations and repurchase agreements, pending investment in common stocks of
companies in the S&P 500 or to meet anticipated short-term cash needs such as
dividend payments or redemptions of shares. The percentage of the fund's assets
invested in various types of securities will vary in light of existing economic
conditions and other factors as determined by the portfolio manager.

<PAGE>

In addition to the risks discussed in the Fund Summary, the fund is also subject
to investment style risk, which is the the risk that returns from an index fund
investing in the S&P 500 Index will trail returns from other asset classes or
the overall stock market.