SCHEDULE 14A
(Rule 14a-101)
Information Required in Proxy Statement
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

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Check the appropriate box:

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14a-6(e)(2))
[ ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12

CIGNA VARIABLE PRODUCTS GROUP
-----------------------------
(Name of Registrant as Specified In Its Charter)

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

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number, or the Form or Schedule and the date of its filing.
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CIGNA VARIABLE PRODUCTS GROUP

TimesSquare VP Money Market Fund
TimesSquare VP S&P 500 Index Fund
TimesSquare VP Core Plus Bond Fund

Newton, Massachusetts
August , 2003

To Our Shareholders:

You are cordially invited to attend the Special Meeting of
Shareholders of the series of CIGNA Variable Products Group-TimesSquare VP Money
Market Fund, TimesSquare VP S&P 500 Index Fund, and TimesSquare VP Core Plus
Bond Fund (the "Funds"), to be held at The Colony Club, Baystate West, 1500 Main
Street, Springfield, Massachusetts 01115 on Tuesday, September 30, 2003 at 8:30
a.m., Eastern Time. Formal notice of the meeting appears on the next page and is
followed by the proxy statement.

Shareholders are being asked to consider and approve:

1. The election of four Trustees;

2. The elimination or amendment of certain of the Funds' fundamental
investment restrictions in order to modernize the Funds' investment
restrictions and increase their investment flexibility; and

3. To transact such other business as may properly come before the meeting
and any adjournments or postponements of the meeting.

We hope you will find it convenient to attend the meeting, but we urge
you in any event to complete and return the enclosed proxy card in the envelope
provided. It is very important that your proxy card be received as soon as
possible so that the necessary quorum will be represented at the meeting. If you
do attend, you may vote in person if you so desire.

The Annual Report of the Funds for the year ended December 31, 2002 has
previously been mailed to you.

Sincerely,

RICHARD H. FORDE
Chairman of the Board

- --------------------------------------------------------------------------------
YOUR VOTE IS IMPORTANT

SHAREHOLDERS ARE URGED TO INDICATE THEIR VOTING INSTRUCTIONS
ON THE ENCLOSED PROXY CARD, DATE AND SIGN IT, AND RETURN IT IN THE
ACCOMPANYING ENVELOPE. YOUR PROMPT ATTENTION IS APPRECIATED.
- --------------------------------------------------------------------------------

CIGNA VARIABLE PRODUCTS GROUP

TimesSquare VP Money Market Fund
TimesSquare VP S&P 500 Index Fund
TimesSquare VP Core Plus Bond Fund

NOTICE OF SPECIAL MEETING OF SHAREHOLDERS

To Shareholders of the series of CIGNA Variable Products Group-TimesSquare VP
Money Market Fund, TimesSquare VP S&P 500 Index Fund, and TimesSquare VP Core
Plus Bond Fund (the "Funds"):

A Special Meeting of Shareholders of the Funds will be held at The Colony Club,
Baystate West, 1500 Main Street, Springfield, Massachusetts 01115 on Tuesday,
September 30, 2003 at 8:30 a.m., Eastern Time, for the following purposes:

(1) To elect four Trustees;

(2) To approve the elimination or amendment of certain of the Funds'
fundamental investment restrictions in order to modernize their
investment restrictions and increase their investment flexibility; and

(3) To transact such other business as may properly come before the
meeting or any postponement or adjournment of the meeting.

Holders of record of the shares of the Fund at the close of business
on August 11, 2003 are entitled to vote at the meeting.

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

Jeffrey S. Winer
Secretary

Newton, Massachusetts
August __, 2003

PROXY STATEMENT

SPECIAL MEETING OF SHAREHOLDERS OF
CIGNA VARIABLE PRODUCTS GROUP

TimesSquare VP Money Market Fund
TimesSquare VP S&P 500 Index Fund
TimesSquare VP Core Plus Bond Fund
(the "Funds")

This proxy statement is furnished in connection with the solicitation
of proxies by the Trustees of CIGNA Variable Product Group (the "Trust") for use
at a Special Meeting of Shareholders of the Funds to be held at The Colony Club,
1500 Main Street, Springfield, Massachusetts 01115 on Tuesday, September 30,
2003 at 8:30 a.m., Eastern Time, and at any postponement or adjournment thereof.
The Funds are series of the Trust.

The following proposals will be considered and acted on at the meeting:

Proposal Fund(s) Affected
- -------- ----------------
1. To approve the election of Trustees. All Funds

2. To approve the amendment or elimination
of the fundamental investment
restrictions regarding:
A. Diversification S&P 500 Index Fund
B. Investments in Unseasoned All Funds
Companies
C. Investments in Companies in which All Funds
Trustees/Officers are invested

3. Any other matters which may properly All Funds
come before the meeting.

Any person executing a proxy may revoke it at any time prior to its use
by executing a new proxy or by registering with the Secretary of the Funds at
the meeting and requesting a revocation. Executed proxies received by the Funds
will be voted in accordance with the directions specified in the proxy. Thirty
percent of the outstanding shares of the Funds must be present at the meeting in
person or by proxy to constitute a quorum for the transaction of business.

For purposes of determining the presence of a quorum for transacting
business at the meeting and determining whether sufficient votes have been cast
FOR the proposals, abstentions (that is, votes that are marked "withheld") and
broker "non-votes" (that is, proxies from brokers or nominees indicating that
such persons have not received instructions from the beneficial owner or other
persons entitled to vote the shares on a particular matter with respect to which
the brokers or nominees do not have discretionary power) will be treated as
shares which are present and entitled to vote, but which have not voted on such
matter. For this reason, abstentions and broker non-votes will assist the Funds
in obtaining a quorum. Abstentions and broker non-votes will have no effect on
the election of Trustees, but will have the same effect as a vote "against" the
other proposals.

The Board of Trustees recommends a vote FOR the election of Trustees
and FOR the elimination or amendment of the Funds' fundamental investment
restrictions as described in this proxy statement. If no specification is made,
the proxy will be

-1-

voted FOR the election of Trustees as listed, FOR the elimination or amendment
of the Funds' fundamental investment restrictions and at the discretion of the
proxy holders, on any other matters which may properly come before the meeting
or at any postponement or adjournment. The Board of Trustees does not know of
any actions to be considered at the meeting other than the election of Trustees
and the elimination or amendment of the Funds' fundamental investment
restrictions.

Costs of soliciting proxies will be borne by the Funds. In addition to
solicitation of proxies by use of the mails, some of the officers of the Funds
and persons affiliated with CIGNA Corporation ("CIGNA") and its affiliated
companies may, without remuneration, solicit proxies in person or by telephone.

In the event a quorum is not present at the meeting, or in the event
sufficient votes to approve any of the proposals are not received, even though a
quorum is present at the meeting, the persons named as proxies may propose one
or more adjournments of the meeting to permit further solicitation of proxies,
provided that such persons determine such an adjournment and additional
solicitation are reasonable and in the interests of shareholders of the Funds. A
shareholder vote may be taken on any proposal in this Proxy Statement prior to
such adjournment if sufficient votes have been received and such vote is
otherwise appropriate. Any such adjournment will require the affirmative vote of
a majority of those shares present at the meeting in person or by proxy.

At the close of business on August 11, 2003, the record date for the
determination of shareholders entitled to vote at the meeting, there were [ ]
outstanding shares. Each share is entitled to one vote. This proxy statement and
the accompanying Notice of Special Meeting of Shareholders and form of proxy are
being mailed on or about August , 2003 to shareholders of record on the record
date.

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

The Funds will furnish to a shareholder upon request, without charge, a
copy of the Funds' annual report. Requests may be made by writing to the Funds
c/o TimesSquare Capital Management, Inc., 280 Trumbull Street, H18E, Hartford,
CT 06103, Attn: Alfred A. Bingham III, or by calling 1-800-426-5523.

Proposal One
ELECTION OF TRUSTEES

At the meeting, four Trustees are to be elected by the shareholders of
the Funds. The Board of Trustees has nominated and recommends the election of
Carol Ann Hayes, Marnie Wagstaff Mueller, Richard H. Forde and David P. Marks.

The Board of Trustees of the Funds currently consists of three
Trustees: Russell H. Jones, Paul J. McDonald and Richard H. Forde. Messrs. Jones
and McDonald were elected as Trustees by shareholders in April 1995. Mr. Forde
was appointed as Trustee by the other Trustees in October 2002. The Master Trust
Agreement of CIGNA Variable Products Group provides that each Trustee shall
serve as a Trustee during the lifetime of the Trust, until death, resignation,
retirement or removal of the Trustee. Since Messrs. Jones and McDonald have
previously been elected to the Board, they need not be nominated for reelection.
Shareholders are asked to elect Ms. Hayes, Ms. Mueller, Mr. Forde and Mr. Marks
as Trustees.

Each of the Trustees and nominees also serves as a Trustee of other
investment companies sponsored by affiliates of CIGNA. TimesSquare Capital
Management, Inc.

-2-

("TimesSquare"), an indirect, wholly owned subsidiary of CIGNA, serves as
investment adviser to both the Funds and the other investment companies. Another
investment company for which TimesSquare serves as investment adviser, CIGNA
Funds Group, will also hold a special meeting on September 30, 2003, at which
shareholders will be asked to elect Ms. Hayes, Ms. Mueller and Mr. Marks as
Trustees. Messrs. Forde, Jones and McDonald were previously elected as Trustees
by shareholders of CIGNA Funds Group.

All shares represented by valid proxies will be voted in the election
of Trustees for the nominees unless authority to vote for a particular nominee
is withheld. Proxies cannot be voted for a greater number of persons than the
nominees named in the proxy statement. If any nominee should be unable to serve,
an event not now anticipated, proxies will be voted for such other person as
shall be designated by the Board of Trustees of the Funds, or the Board of
Trustees may reduce the number of Trustees, as authorized by the Declaration of
Trust. All of the nominees have agreed to serve if elected.

The following table sets forth the number of shares of the Funds and
shares of all mutual funds in the CIGNA family of mutual funds beneficially
owned by the Trustees and nominees. The information provided is as of June 30,
2003.

Current Trustees who are Dollar Range of Aggregate Dollar Range of Equity Securities
not "interested persons" Equity Securities in All Funds Overseen by Trustee in Family
of the Funds in the Funds of Investment Companies
- ---------------------------------------------------------------------------------------------------------

Russell H. Jones None $10,001--$50,000
Paul J. McDonald None $10,001--$50,000

Nominees who are not Dollar Range of Aggregate Dollar Range of Equity Securities
"interested persons" Equity Securities in All Funds Overseen or to be Overseen by
of the Funds in the Funds Trustee in Family of Investment Companies
- ---------------------------------------------------------------------------------------------------------
Marnie Wagstaff Mueller None None
Carol Ann Hayes None None

Nominees who are Dollar Range of Aggregate Dollar Range of Equity Securities
"interested persons" Equity Securities in All Funds Overseen or to be Overseen by
of the Funds in the Funds Trustee in Family of Investment Companies
- ---------------------------------------------------------------------------------------------------------
Richard H. Forde None $1-$10,000
David P. Marks None $1-$10,000

Based on information furnished by each independent Trustee and nominee
as of December 31, 2002, neither Mr. Jones, Mr. McDonald, Ms. Hayes, Ms. Mueller
nor any of their immediate family members owned any securities issued by CIGNA
Corporation or its affiliates as of that date.

The following tables show information for the current Trustees and each
nominee, including age, present position, principal occupation or employment
during the last five years, principal affiliations, including any directorships
presently held and any material interest in or relationship with TimesSquare and
any of its affiliated persons presently and during the preceding five years.
Each nominee currently serves as a Trustee of CIGNA Funds Group, CIGNA High
Income Shares, and CIGNA Investment Securities, except that neither Ms. Hayes
nor Mr. Marks is presently a Trustee of CIGNA Funds Group.

-3-

Trustees who are not "interested persons" of the Funds

Russell H. Trustee Trustee Senior Vice President, Chief 14 None
Jones since 1995 Investment Officer and Treasurer,
58 Kaman Corporation (helicopters and
aircraft components, industrial
distribution)
- ----------- -------------------------------------------------------------- --------------------------------
Paul J. Trustee Trustee Special Advisor to Board of 14 Director,
McDonald since 1995 Directors, Friendly Ice Cream Polytainers, Inc.
59 Corporation (family restaurants (plastic
and dairy products); previously, containers for
Senior Executive Vice President the food and
and Chief Financial Officer, dairy industry);
Friendly Ice Cream Corporation Director,
People's Bank

Nominees who are not "interested persons" of the Funds

Number of Other
Term of Portfolios Directorships
Name, Position Office** and Principal in Fund Held by
Address* Held with Length of Occupation(s) Complex Trustee or
And Age Fund Time Served During Past 5 Years Overseen Nominee
- -----------------------------------------------------------------------------------------------------------
Carol Ann Nominee N/A Director and Head of Audit 2 None
Hayes Committee, Reed & Barton
58 Corporation (silversmith company);
previously, certified public
accountant and Manager of
Marketing, Coopers & Lybrand
(accounting firm)
- -----------------------------------------------------------------------------------------------------------
Marnie Nominee N/A Diocesan Consultant, Episcopal 11 Director, Boston
Wagstaff Diocese of Connecticut; Mutual Insurance
Mueller previously, Visiting Professor of Company
66 Health Economics, Wesleyan
University

-4-

Nominees who are "interested persons" of the Funds, and Fund officers

David P. Nominee N/A Chief Investment 2 None
Marks Officer, CIGNA Retirement &
56 Investment Services and President,
TimesSquare Capital Management,
Inc.; previously, Partner,
Green Mountain Partners (Buyout
Firm);
President and Chief Investment
Officer, Allianz of America, Inc.
(Investment Advisory Firm)
- -----------------------------------------------------------------------------------------------------------
Richard H. Chairman of Trustee Senior Managing Director, 14 None
Forde the Board since 2002, CIGNA Retirement & Investment
49 of President Services, Inc. and TimesSquare
Trustees, since 1998 Capital Management, Inc.
President
- -----------------------------------------------------------------------------------------------------------
Alfred A. Vice Officer CIGNA Funds Treasurer; 14 --
Bingham III President since 1979 Assistant Vice
58 and President, TimesSquare
Treasurer Capital Management, Inc.
- -----------------------------------------------------------------------------------------------------------
Jeffrey S. Vice Officer Senior Counsel, 14 --
Winer President since 1994 CIGNA Corporation
45 and
Secretary

* All Trustees and officers have a mailing address c/o TimesSquare Capital
Management, Inc., 280 Trumbull Street, H16C, Hartford, CT 06103.

** Each Trustee's term of office will be until the death, resignation,
retirement or removal of the Trustee.

No officer or Trustee of the Funds who received any remuneration from
the Funds during 2002 was serving as a director, officer or employee of
TimesSquare or CIGNA or any of its subsidiaries. Trustees unaffiliated with
TimesSquare and CIGNA will be entitled to receive, for their services as
Trustees of funds in the CIGNA fund complex, compensation as follows:

- -------------------------------------------------------------------------------
Board Committee
Annual Retainer Meeting Fee Meeting Fee
- -------------------------------------------------------------------------------
CIGNA Variable $2,000 $400 $100
Products Group
- -------------------------------------------------------------------------------
CIGNA Funds Group $4,000 $800 $200
- -------------------------------------------------------------------------------
CIGNA Investment $5,100 $400 $100
Securities
- -------------------------------------------------------------------------------
CIGNA High Income $7,100 $400 $100
Shares
- -------------------------------------------------------------------------------

All Trustees are entitled to receive reimbursements for expenses
incurred in connection with each Board and Committee meeting attended. These
reimbursements of expenses are allocated among the Funds, each series of CIGNA
Funds Group, CIGNA Investment Securities, and CIGNA High Income Shares so that
each entity pays an

-5-

amount based on its net assets as a percentage of the aggregate net assets of
such entities.

The following table sets forth the compensation paid by the Trust and
by the CIGNA Fund complex to Trustees in 2002:

Total
Compensation from
CIGNA Fund
Compensation Complex Paid to
Name of Person, From Trust Trustees (e)
Position with Fund

Richard H. Forde, President, Chairman and Trustee......... 0 0
Russell H. Jones, Trustee (a) ............................ $4,900 $32,700
David A. Marks, Nominee (b) ............................. 0 0
Paul J. McDonald, Trustee (c) ............................ $4,900 $32,700
Marnie Wagstaff Mueller, Nominee (b)...................... $4,900 $32,700
Farhan Sharaff, Trustee (d) .............................. 0 0
------------- ---------------
Totals $14,700 $98,100

(a) $7,459 of Mr. Jones' 2002 compensation was paid currently. The
remainder was deferred under a plan for all CIGNA funds in which he had
an aggregate balance of $43,730 as of December 31, 2002.
(b) Mr. Marks and Ms. Mueller were trustees of other funds in the CIGNA
fund complex during 2002.
(c) Mr. McDonald's balance in the CIGNA funds deferred compensation plan
was $94,122 as of December 31, 2002.
(d) Mr. Sharaff resigned from CIGNA and the Board in 2002.
(e) There were three investment companies other than the Fund in the CIGNA
fund complex.

The Board of Trustees held five Board meetings during 2002. Each
Trustee attended more than 75% of the aggregate meetings of the Board and
Committees on which such Trustee served during the year. The Board of Trustees
has three standing committees as follows:

Audit Committee

The Audit Committee makes recommendations to the full Board as to the
firm of independent accountants to be selected, reviews the methods, scope and
results of audits and fees charged by such independent accountants, and reviews
the Fund's internal accounting procedures and controls. The Committee held two
meetings in 2002.

The Trust has an Audit Committee comprised only of Trustees of the
Trust who are not "interested persons" (as defined in the Investment Company Act
of 1940) of the Trust. The Audit Committee reviews the process for preparing and
reviewing financial statements and other audit-related matters as they arise
throughout the year. The Audit Committee makes recommendations to the full Board
as to the firm of independent accountants to be selected. In making its
recommendations, the Audit Committee reviews the nature and scope of the
services to be provided.

In discharging its oversight responsibility as to the audit process, the Audit
Committee discussed with management the process for preparation and review of
the audited financial statements for the last fiscal year. The Audit Committee
also reviewed the non-audit services to be provided by the independent
accountants of the Fund. The independent accountants, PricewaterhouseCoopers LLP
(PWC), discussed with the Board the matters required to be discussed by
Statement on Auditing Standards No. 61. In addition, the Audit Committee
obtained from the independent accountants a formal written statement consistent
with Independence Standards Board Standard No. 1, "Independence Discussions with
Audit Committees," describing all relationships between the independent
accountants and the Trust that might bear on the independent accountants'
independence. The Audit Committee also discussed with the independent
accountants any relationships that may impact their objectivity and independence
and

-6-

satisfied itself as to the independent accountants' independence. The Board also
reviewed the fees charged by such independent accountants for the various
services provided and reviewed the Trust' internal accounting procedures and
controls.

For the fiscal years ended December 31, 2001 and 2002 PWC performed
both audit and non-audit services for the Funds. Audit services consisted of
examinations of the Funds' financial statements and review and consultation in
connection with filings with the SEC. Non-audit services included reviewing tax
returns of the Funds and providing tax-planning advice.

PWC also serves as independent accountants for CIGNA High Income
Shares, CIGNA Investment Securities and for each of the series of shares of
CIGNA Funds Group and performs services for all such entities similar to the
services performed for the Funds. PWC also serves as independent accountants for
CIGNA.

Representatives of PWC may attend the meeting and be provided an
opportunity to make a statement and to respond to questions from shareholders.

FEES PAID TO INDEPENDENT ACCOUNTANTS FOR AUDIT SERVICES

For the audits of the Funds' annual financial statements for the fiscal
years ended December 31, 2001 and 2002, included in the Funds' annual report to
shareholders for that fiscal year, the Funds paid or accrued $48,600 and
$52,600, respectively to PWC.

FINANCIAL INFORMATION SYSTEMS DESIGN AND IMPLEMENTATION FEES

For the fiscal years ended December 31, 2001 and 2002, the Funds,
TimesSquare, and entities controlling, controlled by or under common control
with TimesSquare which provide services to the Funds did not pay or accrue any
fees for financial information systems design and implementation services by
PWC.

OTHER NON/AUDIT, NON/SYSTEMS SERVICES

For the fiscal year ended December 31, 2001, the Funds, TimesSquare,
and entities controlling, controlled by or under common control with TimesSquare
which provide services to the Funds paid or accrued aggregate fees of
approximately $192,800 in audit fees, and $169,675 for other services provided
by PWC. For the fiscal year ended December 31, 2002 these amounts were $226,900
for audit fees and $141,525 for other services. The Audit Committee determined
that the provision of the services described above is compatible with
maintaining the independence of PWC.

The Board of Trustees has adopted a written charter which sets forth
the Audit Committee's structure, duties and powers, and methods of operation
which is attached hereto as Appendix A. The current members of the Audit
Committee are Messrs. Jones and McDonald (Chairperson), neither of whom are
interested persons of the Funds.

Contracts Committee

The Contracts Committee reviews the performance of the investment
adviser for the Funds, and makes recommendations to the Board of Trustees
concerning the renewal of the investment advisory agreement. In performing its
function, the Committee obtains from TimesSquare information it deems necessary
to evaluate the terms of the investment advisory agreement and any changes or
amendments to or replacements of the agreement. The Committee held one meeting
in 2002. The current members of the Committee are Mr. Jones (Chairperson) and
Mr. McDonald, neither of whom are interested persons of the Funds.

-7-

Nominating Committee

The Nominating Committee manages the development and maintenance of the
Board's membership, organization and compensation and it identifies and
recommends to the Board individuals to be nominated for election as Trustees. No
policy or procedure has been established as to the recommendation of Trustee
nominees by shareholders. The Committee held six meetings in 2002. The current
members of the Committee are Messrs. Jones and McDonald, neither of whom are
interested persons of the Funds.

Required Vote

Each nominee for Trustee must be elected by a plurality of the shares
of the Funds voted at the meeting.

The Board of Trustees recommends that shareholders vote "For" each of
the nominees.

Proposal Two
ELIMINATION OR AMENDMENT OF CERTAIN
FUNDAMENTAL INVESTMENT RESTRICTIONS

A. Diversification (S&P 500 Index Fund only).
Currently, the S&P 500 Index Fund is prohibited from investing more
than 5% of the Fund's assets in the securities of any issuer (except for bank
certificates of deposit and government securities). If a company that was
included in the S&P 500 Index grew to represent more than 5% of the Index, this
policy would prevent the Fund from matching the Index as closely as possible.

To prevent this, we propose to amend this restriction so that it
applies only as to 75% of the Fund's assets.

Changing this restriction will not change the way the Fund invests. The
Fund will continue to attempt to replicate the composition and total return of
the S&P 500 Index.

If this change is approved, the investment restriction will read as follows:

The S&P 500 Index Fund, with respect to 75% of its total assets,
will not invest in the securities of any issuer (except for bank
certificates of deposit, securities of other investment
companies, and government securities) if, immediately after such
investment, more than 5% of the total assets of the Fund taken at
current value would be invested in the securities of such issuer.

B. Unseasoned Companies (all Funds).
Currently a Fund may not invest in securities of businesses less than
three years old (including predecessors) if, as a result, more than 5% of the
Fund's total assets (taken at current value) would then be invested in such
securities.

The investment restriction on investing in issuers with less than three
years of business operations was based on a requirement formerly imposed by
state "blue sky" regulators as a condition to a fund's registration. As a result
of the passage of the National Securities Market Improvement Act of 1996
("NSMIA"), this restriction is no longer required and may be eliminated from the
Funds' fundamental investment restrictions. We recommend eliminating this
restriction, because it may prevent the

-8-

Funds from investing in securities of companies that otherwise meet the Funds'
investment criteria.

While TimesSquare does not anticipate that removal of this restriction
will result in a change in the Funds' investment strategies, we note that
investment in companies with shorter operating histories may contain greater
risks. These companies may not have experience in operating through prolonged
periods of economic difficulty, and their securities may be more volatile than
the securities of companies with longer operating histories.

C. Investments in Companies in which Fund Trustees/Officers are invested (all
Funds).
Currently a Fund may not invest in securities of any issuer if, to the
knowledge of the Fund, officers and Trustees of the Trust or officers and
directors of TimesSquare who beneficially own more than 1/2 of 1% of the
securities of that issuer, together own more than 5% of the securities.

This is another restriction formerly required by state blue-sky
regulators, and is no longer required as a result of the passage of NSMIA. We
recommend that this restriction be removed, because it may prevent the Funds
from investing in securities of companies that otherwise meet the Funds'
investment criteria. TimesSquare does not anticipate that removal of this
restriction will result in a change in the Funds' investment strategies. To
prevent improper investment activity, TimesSquare's code of ethics generally
prohibits TimesSquare personnel from buying or selling securities at the same
time that a client such as a Fund is buying or selling securities in the same
company. Furthermore, the Investment Company Act of 1940 (the "1940 Act") and
the rules under the 1940 Act limit joint transactions such as certain
coordinated investments by funds and fund officers and directors in the same
companies.

Required Vote

The shareholders of each Fund vote separately with respect to the
matters in Proposal Two. Approval of the matters described in Proposal Two
requires an affirmative vote of a majority of the outstanding voting securities
(within the meaning of the 1940 Act) of a Fund in order to be approved as to
that Fund. Under the 1940 Act, a "majority of the outstanding voting securities
of a registered investment company means the affirmative vote by holders of the
lesser of either (a) 67% or more of the outstanding voting securities of such
company present at a meeting, if the holders of more than 50% of the outstanding
voting securities of such company are present in person or represented by proxy
or (b) more than 50% of the outstanding voting securities of such company. If
any proposal does not receive the requisite shareholder approval, then the
Trustees will meet to consider possible alternatives, which might include
resubmission of the proposal for shareholder approval.

The Board of Trustees recommends that shareholders vote "For" the
amendment of the restriction on diversification, "For" the elimination of the
restriction on investments in unseasoned companies and "For" the elimination of
the restriction on investments in companies in which Fund Trustees or officers
are invested.

MANAGEMENT OF THE FUNDS

Information concerning the names, positions held with the Funds,
principal occupation or employment during the last five years, and current
affiliations of the executive officers of the Funds is set out in Proposal One
under the caption "Nominees

-9-

who are "interested persons" of the Funds, and Fund officers". The executive
officers are elected annually by the Board of Trustees. As of June 30, 2003,
executive officers of the Funds owned beneficially less than 1% of the shares of
the Funds.

Fund and Investment Adviser Information

The adviser for each Fund is TimesSquare Capital Management, Inc., Four
TimesSquare, New York, NY. All of the outstanding shares of the Funds are owned
by Connecticut General Life Insurance Company, 900 Cottage Grove Road,
Bloomfield, CT.

OTHER BUSINESS

Shareholder Proposals for 2004

The Trust does not anticipate the need for a meeting of shareholders of
the Funds in 2004. If such a meeting is determined to be appropriate, proposals
from shareholders must be received by management within a reasonable period of
time prior to the meeting to be considered at the meeting.

The management of the Funds does not know of any other matters to be
brought before the meeting. If any other matters are properly brought before the
meeting, proxies not limited to the contrary will be voted in accordance with
the best judgment of the person or persons acting under the proxies.

Jeffrey S. Winer
Secretary
Newton, Massachusetts
August , 2003

-10-

APPENDIX A

CIGNA VARIABLE PRODUCTS GROUP
AUDIT COMMITTEE CHARTER

1. The Audit Committee shall be composed entirely of Trustees who are not
"interested persons" of the Funds within the meaning of Section 2(a)(19)
of the Investment Company Act of 1940, as amended.

2. The purposes of the Audit Committee are:

(a) to oversee the Funds' accounting and financial reporting policies
and practices, its internal controls and, as appropriate, the
internal controls of one or more service providers;

(b) to oversee the quality and objectivity of the Funds' financial
statements and the independent audit thereof; and

3. The function of the Audit Committee is to assure itself and the Board of
the integrity of financial information and controls maintained in
accordance with contracts, prospectuses and regulations. Management's
responsibility is to maintain appropriate systems for accounting and
internal control. The independent accountant's responsibility is to plan
and carry out a proper audit. The independent accountant's ultimate
accountability is to the Audit Committee and to the Board, which has the
ultimate authority and responsibility regarding the evaluation,
appointment and, when appropriate, the termination of the Fund's
independent accountants.

4. The Audit Committee shall have the following duties and powers:

(a) to recommend the selection, retention or termination of accountants
and, in connection therewith, to otherwise evaluate the independence
of the accountants, including whether the accountants provide any
consulting services to the manager and to request an annual
representation from the accountant of its independence from
management;

(b) to meet with the Funds' independent accountants, including private
meetings, as necessary (i) to review the arrangements for and scope
of the annual audit and any special audits; (ii) to discuss any
matters of concern relating to the Funds' financial statements,
including any adjustments to such statements recommended by the
accountants, or other results of said audit(s); (iii) to consider
the accountants' comments with respect to the Funds' financial
policies, procedures and internal accounting controls and
management's responses thereto; and (iv) to review the form of
opinion the accountants propose to render to the Board and
shareholders;

A-1

(c) to consider the effect upon the Funds of any changes in accounting
principles or practices proposed by management or the accountants;

(d) to review the fees charged by the accountants for audit and
non-audit services;

(e) to investigate improprieties or suspected improprieties in fund
operations;

(f) to review any non-audit services to the Funds by their independent
accountants;

(g) to review the working relationship between the Funds' management and
the independent accountants;

(h) to report its activities to the full Board on a regular basis and to
make such recommendations with respect to the above and other
matters as the Committee may deem necessary or appropriate; and

(i) to prepare any audit committee report required to be included in a
Fund's proxy statement.

4. The Committee shall meet at least annually and is empowered to hold
special meetings as circumstances require.

5. The Committee shall regularly meet with the Funds' Treasurer and internal
accountants for the management company and shall have the right of access
to the Funds' Treasurer, other officers and independent accountants.

6. The Committee shall require the independent accountants to provide the
Committee with an annual report regarding the independent accountants'
independence, which report shall include, but not be limited to, a formal
written statement setting forth all relationships between the independent
accountants and (a) the Fund or any of its officers or directors or (b)
the Fund's investment adviser(s). The Committee shall discuss such reports
with the independent accountants, and if necessary in the judgment of the
Committee, the Committee shall recommend that the Board take appropriate
action to ensure the independence of the independent accountants or
replace the independent accountants.

7. The Committee shall have the resources and authority appropriate to
discharge its responsibilities, including the authority to retain special
counsel and other experts or consultants at the Funds' expense.

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

A-2

|X| PLEASE MARK VOTES
AS IN THIS EXAMPLE

CIGNA VARIABLE PRODUCTS GROUP

This proxy will be voted as specified. If you simply sign the proxy, it will be
voted for proposal 1 and proposal 2. In their discretion, the proxies will also
be authorized to vote upon such other matters that may properly come before the
meeting.

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

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

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

1. Election of Trustees. For With- For All
hold Nominees
Except

Ms. Mueller, Ms. Hayes and
Messrs. Forde and McDonald. |_| [_] [_]

If you do not wish your shares voted "For" a particular nominee, mark the
"For All Nominees Except" box and strike a line through the name(s) of the
nominee(s). Your shares will be voted for the remaining nominee(s).

2. For Against Abstain
A. To approve the
amendment of the
fundamental investment [_] [_] [_]
restriction regarding
diversification (S&P
500(R)Index Fund only).

B. To approve the elimination For Against Abstain
of the fundamental
restriction regarding
investment in unseasoned |_| |_| |_|
companies (all funds).

C. To approve the elimination For Against Abstain
of the fundamental
investment restriction
regarding investments in |_| |_| |_|
companies in which
Trustees or officers are
invested (all funds).

RECORD DATE SHARES:

CIGNA VARIABLE PRODUCTS GROUP
THIS PROXY IS SOLICITED BY THE BOARD OF TRUSTEES

The undersigned hereby appoints Richard H. Forde and Jeffrey S. Winer and either
one of them, proxies of the undersigned, with the power of substitution, to vote
the shares of the undersigned at the Special Meeting of Shareholders of CIGNA
Variable Products Group (the "Fund"), on Tuesday, September 30, 2003 at 8:30
a.m., Eastern Time, at The Colony Club, Baystate West, 1500 Main Street,
Springfield, Massachusetts, and at any adjournment thereof, in the manner
directed herein on the matters described in the notice and accompanying proxy
statement for the meeting. The Trustees recommend that you vote "FOR" each of
the proposals. If no direction is made, this proxy will be voted FOR all items
described in the proxy statement. As to any other matters that may properly come
before the meeting, the proxies shall vote in accordance with their best
judgment.

- --------------------------------------------------------------------------------
PLEASE VOTE, DATE, AND SIGN ON REVERSE SIDE AND RETURN PROMPTLY IN THE
ENCLOSED ENVELOPE.
- --------------------------------------------------------------------------------

- --------------------------------------------------------------------------------
Please sign this proxy exactly as your name appears on the books of the
Fund. Joint owners should each sign personally. Trustees and other
fiduciaries should indicate the capacity in which they sign. If a
corporation or partnership, this signature should be that of an authorized
officer who should state his or her title.
- --------------------------------------------------------------------------------

HAS YOUR ADDRESS CHANGED? DO YOU HAVE ANY COMMENTS?
- --------------------------------- -------------------------------------

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