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OMB APPROVAL
UNITED STATES ------------------------
SECURITIES AND EXCHANGE COMMISSION OMB NUMBER: 3235-0456
Washington, D.C. 20549 Expires: April 30, 1998
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FORM 24F-2
Annual Notice of Securities Sold
Pursuant to Rule 24f-2
Read instructions at end of Form before preparing Form. Please print or type.
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1. Name and address of issuer:
CIGNA VARIABLE PRODUCTS GROUP, 950 Winter Street, Suite 1200, Waltham,
MA 02154
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2. Name of each series or class of funds for which this notice is filed:
Money Market Fund, S&P 500 Index Fund
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3. Investment Company Act File Number:
811-5480
Securities Act File Number:
33-20333
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4. Last day of fiscal year for which this notice is filed:
12/31
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5. Check box if this notice is being filed more than 180 days after the close
of the issuer's fiscal year for purposes of reporting securities sold
after the close of the fiscal year but before termination of the issuer's
24f-2 declaration: [ ]
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6. Date of termination of issuer's declaration under rule 24f-2(a)(1), if
applicable (see instruction A.6):
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7. Number and amount of securities of the same class or series which had been
registered under the Securities Act of 1933 other than pursuant to rule
24f-2 in a prior fiscal year, but which remained unsold at the beginning
of the fiscal year:
1,346,058 $ 13,460,580
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8. Number and amount of securities registered during the fiscal year other
than pursuant to rule 24f-2:
0 $ 0
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9. Number and aggregate sale price of securities sold during the fiscal year:
5,973,971 $ 6,891,471
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SEC 2393 (9/95)
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10. Number and aggregate sale price of securities sold during the fiscal year
in reliance upon registration pursuant to rule 24f-2:
5,973,971 $ 6,891,471
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11. Number and aggregate sale price of securities issued during the fiscal
year in connection with dividend reinvestment plans, if applicable (see
Instruction B.7):
551,783 $ 4,304,199
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12. Calculation of registration fee:
(i) Aggregate sale price of securities sold during the $ 6,891,471
fiscal year in reliance on rule 24f-2 (from item 10): ------------
(ii) Aggregate price of shares issued in connection + 4,304,199
with dividend reinvestment plans (from Item 11, if ------------
applicable):
(iii) Aggregate price of shares redeemed or repur- - 9,774,300
chased during the fiscal year (if applicable): ------------
(iv) Aggregate price of shares redeemed or repur- + 0
chased and previously applied as a reduction to ------------
filing fees pursuant to rule 24e-2 (if applicable):
(v) Net aggregate price of securities sold and issued
during the fiscal year in reliance on rule 24f-2 [line 1,421,370
(i), plus line (ii), less line (iii), plus line (iv)] ------------
(if applicable):
(vi) Multiplier prescribed by Section 6(b) of the Secu- x 1/3300
rities Act of 1933 or other applicable law or regu- ------------
lation (see Instruction C.6):
(vii) Fee due [line (i) or line (v) multiplied by line (vi)]: 430.72
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Instruction: Issuers should complete lines (ii), (iii), (iv), and (v) only if
the form is being filed within 60 days after the close of the
issuer's fiscal year. See Instruction C.3.
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13. Check box if fees are being remitted to the Commission's lockbox depository
as described in section 3a of the Commission's Rules of Informal and Other
Procedures (17 CFR 202.3a). [X]
Date of mailing or wire transfer of filing fees to the Commission's lockbox
depository: February 21, 1997.
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SIGNATURES
This report has been signed-below by the following persons on behalf of the
issuer and in the capacities and on the dates indicated.
CIGNA VARIABLE PRODUCTS GROUP
By (Signature and Title)* By: /s/ Alfred A. Bingham III
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Alfred A. Bingham III
Its: Vice President and Treasurer
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Date February 25, 1997.
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*Please print the name and title of the signing officer below the signature.
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GOODWIN, PROCTER & HOAR LLP
COUNSELLORS AT LAW
EXCHANGE PLACE
BOSTON, MASSACHUSETTS 02109-2881
TELEPHONE (617) 570-1000
TELECOPIER (617) 523-1231
February 28, 1997
Securities and Exchange Commission
Judiciary Plaza
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: Rule 24f-2 Notice for CIGNA Variable Products Group
Securities Act File No. 33-20333
Investment Company Act File No. 811-5480
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Ladies and Gentlemen:
As counsel to CIGNA Variable Products Group (the "Registrant"), we
have been requested to render this opinion in connection with the filing by the
Registrant of a Rule 24f-2 Notice on Form 24F-2 with respect to its fiscal year
ended December 31, 1996.
Reference is made to Item 10 of such Notice wherein the Registrant
reports the number of shares (the "Shares") representing interests in S&P Index
Fund and Money Market Fund, each a series of the Registrant, sold during the
fiscal year ended December 31, 1996 in reliance upon Rule 24f-2 under the
Investment Company Act of 1940, as amended.
We have examined the Registrant's First Amended and Restated Master
Trust Agreement dated October 28, 1996, the By-Laws of the Registrant, as
amended, the Rule 24f-2 Notice of the Registrant dated February 25, 1997,
certain resolutions adopted by the Trustees of the Registrant, and such other
documents as we deemed necessary for purposes of this opinion.
We have made such examination of Massachusetts law as in our judgment
is necessary and appropriate for the purposes of this opinion. Members of this
firm are admitted to practice in the Commonwealth of Massachusetts and certain
other jurisdictions; however, we render no opinion herein with respect to the
laws of any jurisdiction other than the Commonwealth of Massachusetts. Nothing
contained herein shall be deemed to be an opinion as to any law other than the
laws of the Commonwealth of Massachusetts.
Anything in this opinion to the contrary notwithstanding, we render or
imply no opinion with respect to compliance with any applicable securities or
anti-fraud statutes, rules, regulations or other similar laws of any state
(including Massachusetts) or the United States of America.
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GOODWIN, PROCTER & HOAR LLP
Securities and Exchange Commission
February 28, 1997
Page 2
Based upon the foregoing, and assuming that all of the Shares were
sold, issued and paid for in accordance with the terms of the applicable
Prospectus and Statement of Additional Information contained in the Registrant's
Registration Statement on Form N-1A in effect at the time of sale, in our
opinion the Shares were legally issued and fully paid and non-assessable by the
Registrant.
Very truly yours,
/s/ GOODWIN, PROCTER & HOAR LLP
