UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM N-CSR CERTIFIED SHAREHOLDER REPORT OF REGISTERED MANAGEMENT INVESTMENT COMPANIES 811-01646 (Investment Company Act file number) CIGNA Funds Group ----------------- (Exact name of registrant as specified in charter) 2223 Washington Street 3 Newton Executive Park Suite 200 Newton, MA 02462 (Address of principal executive offices) Mark Butler, 2223 Washington Street, 3 Newton Executive Park Suite 200, Newton, MA 02462 (Name and address of agent for service) (860) 534-4700 -------------- Registrants' telephone number, including area code Date of fiscal year end: December 31, 2003 Date of reporting period: December 31, 2003 Item 1. Reports to Stockholders. CIGNA Funds Group Balanced Fund (sub-advised by Wellington Management) Large Cap Growth/Morgan Stanley Fund Large Cap Value/John A. Levin & Co. Fund S&P 500(R)Index Fund Small Cap Growth/TimesSquare Fund Small Cap Value/Perkins, Wolf, McDonnell Fund International Blend/Bank of Ireland Fund TimesSquare Core Plus Bond Fund Annual Report December 31, 2003 [LOGO] CIGNA Financial Services Fund Name Change Effective May 1, 2003, the name of the Small Cap Value/Berger[RegTM] Fund was changed to Small Cap Value/Perkins, Wolf, McDonnell Fund. Dear Shareholders, Our commentary for the year ended December 31, 2003 follows. The Economy Business conditions improved significantly as 2003 unfolded, with the rate of economic growth accelerating during the second half of the year. The economic recovery, which began in late 2001, has steadily evolved into a broadly based and sustainable economic expansion, with the full participation of virtually all sectors of our economy. In addition to the increased breadth and faster rate of economic growth, the economic leadership has begun to rotate from a consumer-led recovery to a business-led expansion. The most significant economic development of 2003 was the shift from retrenchment to expansion within the business sector, the result of a sharp rise in business confidence and business revenues and profits. Strong Economic Growth, Record Profits and Low Inflation - Overall, 2003 was a year of solid economic performance. The growth in real Gross Domestic Product (GDP) exceeded 4% measured over the four quarters of the year, compared with slightly less than 3% growth in 2002. Corporate profits increased by an estimated 20%, easily exceeding Wall Street estimates and rising to an all-time peak, fueled by an unprecedented surge in productivity. Corporate cash dividend payouts increased at the fastest pace in more than a decade, also rising to an all-time peak. Consumer spending, housing and business capital investment were the primary drivers of economic growth during the year. Adding to the excellent economic performance was the stability of inflation. Headline inflation increased by only 1.8% during the year; excluding the volatile energy and food components, the increase in core inflation was only 1.1%. The major disappointment was employment, which lagged the overall recovery and experienced only moderate increases during the second half of the year. Financial Market Review Financial markets performed well in 2003, as risky assets outperformed "safe haven" defensive asset classes for the first year since 1999. Asset classes that were leveraged to economic growth registered the highest rates of return. Equity markets significantly outperformed fixed income markets, and lower quality and economically sensitive stocks outperformed higher quality and more defensive stock groups. The broad market significantly outperformed the large-capitalization indexes, with more than 90% of the individual stocks within the S&P 500 Index rising during the year - an all-time record. Similarly, within the domestic bond market, high-yield (junk) bonds performed best, and high-grade corporate bonds significantly outperformed government bonds. High-risk emerging market equities and debt also performed extremely well, and industrial commodities and gold-related investments enjoyed above-average gains. Assets Leveraged to Economic Growth Perform Best - Large-capitalization domestic equities registered a total return of 28.68%, as measured by the S&P 500, while the technology-dominated NASDAQ gained 50.69%, its third best year ever. Small- and mid-capitalization stocks outperformed large-cap stocks for the fourth consecutive year, as measured by the S&P 600 Small-Cap Index (+38.79%) and the S&P 400 Mid-Cap index (+35.62%). Within the fixed income markets, the Lehman Brothers U.S. Aggregate Bond Index registered a total return of only 4.10%, significantly less than the 6.46% total return on A-grade corporate bonds, as measured by Lehman Brothers. Among the very best performing asset classes in 2003 - 1 were domestic high-yield (speculative-grade) bonds (+28.97% as measured by Lehman Brothers) and emerging market debt (+28.82% as measured by J.P. Morgan). The excellent performance of the financial markets can be attributed to surprisingly strong acceleration in the rate of economic growth during 2003, accompanied by a surge in corporate earnings and a significant improvement in credit conditions. The combination of improving business conditions, hyper-stimulative monetary policies of most world central banks, and a swift military victory in Iraq resulted in considerable improvement in business and investor confidence in the spring months and a sharp reduction in the level of risk-aversion, which had prevailed since the recession of 2001 and the corporate and accounting scandals of 2002. Discussion of Fund performance from the Fund investment managers is included in this report. Sincerely, /s/ Richard H. Forde Richard H. Forde Chairman of the Board and President CIGNA Funds Group - - 2 CIGNA Funds Group Funds Table of Contents To assist you in using this report to shareholders, listed below is a table of contents and description of the various sections. - ----------------------------------------------------------------------- Fund Schedule of Fund Summary Investments Balanced Fund (sub-advised by Wellington Management) 4 24 - ----------------------------------------------------------------------- Large Cap Growth/Morgan Stanley Fund 6 28 - ----------------------------------------------------------------------- Large Cap Value/John A. Levin & Co. Fund 9 30 - ----------------------------------------------------------------------- S&P 500(R) Index Fund 12 32 - ----------------------------------------------------------------------- Small Cap Growth/TimesSquare Fund 15 39 - ----------------------------------------------------------------------- Small Cap Value/Perkins, Wolf, McDonnell Fund 17 41 - ----------------------------------------------------------------------- International Blend/Bank of Ireland Fund 19 43 - ----------------------------------------------------------------------- TimesSquare Core Plus Bond Fund 22 45 - ----------------------------------------------------------------------- FUND SUMMARIES 4 A summary of each Fund's performance record and portfolio composition, and Management's Discussion of Fund Performance. SCHEDULES OF INVESTMENTS 24 A listing of securities in each Fund's portfolio as of December 31, 2003. STATEMENTS OF ASSETS AND LIABILITIES 50 A "balance sheet" of a Fund as of the last day of the fiscal period. It includes the Fund's Class-level Net Asset Values (NAVs) per share, calculated by dividing the Fund's Class-level net assets (assets minus liabilities) by the number of Class-level shares outstanding. STATEMENTS OF OPERATIONS 51 These statements list each Fund's income, expenses, and gains and losses on securities and currency transactions, and appreciation or depreciation from portfolio holdings. STATEMENTS OF CHANGES IN NET ASSETS 52 These statements report the increase or decrease in each Fund's net assets during the reporting period. Changes in net assets may be due to a variety of factors, including investment operations, dividends, distributions and capital share transactions. FINANCIAL HIGHLIGHTS 54 For each Fund's share class outstanding, a table showing a per share breakdown of the factors that affect a Fund's NAV for the current and past reporting periods. In addition, total return, asset size, expense and income ratios and portfolio turnover rate are shown for each Fund class. NOTES TO FINANCIAL STATEMENTS 60 The notes to financial statements include a description of the significant accounting policies of the Funds, and more detailed information about the schedules and tables that appear in the report. - 3 Balanced Fund (sub-advised by Wellington Management) DECEMBER 31, 2003 - -------------------------------------------------------------------------------- FUND SUMMARY - -------------------------------------------------------------------------------- OBJECTIVE AND STRATEGY Seeks a high total return through capital appreciation and current income by investing principally in equity and fixed income securities. FUND INCEPTION DATE 01/20/2000 TOTAL NET ASSETS $16.6 million NUMBER OF SECURITIES IN THE PORTFOLIO 188 INVESTMENT MANAGER Wellington Management LLP - -------------------------------------------------------------------------------- FUND PROFILE DECEMBER 31, 2003 (Unaudited) - -------------------------------------------------------------------------------- Ten Largest Positions % of Net Assets - -------------------------------------------------------- Ginnie Mae 8.0% - -------------------------------------------------------- Fannie Mae 6.0 - -------------------------------------------------------- Citigroup, Inc. 3.5 - -------------------------------------------------------- ExxonMobil Corp. 3.4 - -------------------------------------------------------- U.S. Treasury Obligations 3.2 - -------------------------------------------------------- Morgan Stanley 2.3 - -------------------------------------------------------- Pfizer, Inc. 2.2 - -------------------------------------------------------- Alcoa, Inc. 2.0 - -------------------------------------------------------- Bank of America 2.0 - -------------------------------------------------------- Caterpillar, Inc. 1.9 - -------------------------------------------------------- Ten Largest Sectors % of Net Assets - -------------------------------------------------------- Financial 20.4% - -------------------------------------------------------- U.S Government & Agencies 17.7 - -------------------------------------------------------- Communications & Media 9.2 - -------------------------------------------------------- Oil & Gas 9.1 - -------------------------------------------------------- Utilities 5.3 - -------------------------------------------------------- Insurance 4.2 - -------------------------------------------------------- Retail 4.2 - -------------------------------------------------------- Basic Materials 3.4 - -------------------------------------------------------- Computers 2.6 - -------------------------------------------------------- Machinery 2.5 - -------------------------------------------------------- Fund Composition % of Net Assets - -------------------------------------------------------- Bonds 32% - -------------------------------------------------------- Common stocks 65 - -------------------------------------------------------- Short-term investments 4 - -------------------------------------------------------- Liabilities in excess of Cash and Other Assets (1) - -------------------------------------------------------- MANAGEMENT'S DISCUSSION OF FUND PERFORMANCE Market Review After a three-year decline, the U.S. equity markets rallied during the period. This surge in the broad market began with the ending of the conflict in Iraq and has been fueled by increases in consumer confidence and manufacturing output, resilience in consumer spending and productivity gains, and support from low interest rates and reduced tax rates. Across both the equity and fixed income asset classes, there was an overall trend of lower quality securities providing superior returns than higher quality investments. Among bonds, emerging markets debt and high yield bond outperformed U.S. Treasuries and other investment-grade issues. Within the equity markets, emerging markets outperformed developed markets and small caps outperformed large caps. Portfolio Review The Fund's returns were driven by positive asset allocation decisions and strong relative performance of the equity and fixed income portions of the Fund. We were optimistic that low interest rates, tax cuts, a stabilizing employment picture, and the weak dollar would boost the U.S. economy, and in turn, investor confidence. We increased our equity ratio, so that it ranged from 64% to 66% of the Fund during the second half of 2003. This positioning helped performance, as equities outperformed fixed income. Within the equity portion of the Fund, we had strong stock picks within Health Care and Industrials. Additionally, strong stock selection in Information Technology boosted performance. The top three contributors to performance during the period were Citigroup (Financials), Caterpillar (Industrials) and Intel (Information Technology). Citigroup has executed well, controlled costs and is leveraged to improving global capital markets. Intel shares appreciated dramatically following a series of positive announcements regarding improved gross margins and outlook. Tempering our successes were poor stock selection within Financials, primarily among insurance companies, and an overweight position combined with poor stock selection in Telecommunications. Among the largest detractors from returns were Stanley Works (Manufacturing), SBC Communications (Communications & Media), and Schering-Plough (Medical). SBC reported disappointing results as their margins were impacted by pension, health care and increased spending in DSL and long distance. SBC is making progress in their DSL business line, and remains a holding of the Fund. As of the end of the period, we eliminated Stanley Works and Schering-Plough. On the fixed income side, the Fund's overweight to the corporate sector helped performance. The duration positioning of the - - 4 Fund and security selection also were positive factors contributing to performance. For the year, successful security selection and sector rotation were the primary contributors to the strong relative performance. Outlook and Strategy Recent positive economic data suggests that the U.S. economy is poised to continue to expand in 2004. The goods-producing sectors continue to demonstrate strength, consumption growth is still on an accelerating trend, and tax cuts will likely support disposable income through the first half of 2004. With the mortgage-refinancing boom fading away, jobs are the key to sustained consumer spending. The rebound in corporate profitability should stimulate businesses to rebuild inventories, accelerate investment spending, and ultimately lead to job creation. A weaker dollar policy is expected to provide an impetus to U.S. exports. Within the equity portion, the Fund has overweight positions in the more cyclical Materials and Industrials sectors. The Fund also remains overweight Information Technology relative to the Russell 1000 Value, but did trim some positions in the sector at the end of 2003 as they approached price targets. The largest underweight among sectors is in Financials. In the fixed income portion of the Fund, the duration position is in line with that of the Lehman Brothers Aggregate Bond Index. This positioning is based on expectations that the Fed's easy monetary policy will continue for the near term. The Fund remains underweight Treasuries and overweight in mortgage-backed securities and corporate credits. The lower-quality segment of the investment-grade bond market has the potential to fare well as better profit expectations extend into 2004. Within mortgages, we are reducing pass-throughs but adding to structured securities like CMBS. PERFORMANCE Returns for the year ended December 31, 2003 were: Institutional Class 19.27% Premier Class 19.08 Retail Class 18.79 S&P 500(R) Index 28.68 Balanced Composite (60% Russell 1000 Value/40% Lehman Aggregate) 19.11 Lipper Balanced Funds Average 19.09 [THE FOLLOWING DATA WAS REPRESENTED AS A LINE CHART IN THE PRINTED MATERIAL] GROWTH OF A HYPOTHETICAL $10,000 INVESTMENT (Unaudited) 1/20/00 -- 12/31/03 - ---------------------------------------------------------------- AVERAGE ANNUAL RETURNS 1-Year Life of Fund Inception Date Institutional Class 19.27% 2.08% 1/20/00 - ---------------------------------------------------------------- Institutional Class Balance Composite Index S&P 500(R) Index 1/20/00 10000 10000 10000 12/31/00 10366 10017 9264 12/31/01 10193 9633 8163 12/31/02 9095 8715 6359 12/31/03 10848 10380 8183 Balanced Fund (sub-advised by Wellington Management) (the "Fund") performance figures are historical and reflect reinvestment of all dividends. The investment return and principal value for each class will fluctuate so that an investor's shares when sold may be worth more or less than their original cost. Past performance does not predict future performance and the returns shown in the graph and table do not reflect the deduction of taxes that a shareholder would pay on fund distributions and the redemption of fund shares. The return for each class has been compared with the total return performance of the S&P 500(R) Index and Balanced Composite Index, which is weighted 60% and 40% by the performance of the Russell 1000 Index and the Lehman Brothers Aggregate Bond Index, respectively. These indexes are groups of unmanaged securities widely regarded by investors to be representative of the stock and bond markets in general. An investment cannot be made in the indexes. Index results do not reflect brokerage charges or other investment expenses. - 5 Large Cap Growth/Morgan Stanley Fund DECEMBER 31, 2003 - -------------------------------------------------------------------------------- FUND SUMMARY - -------------------------------------------------------------------------------- OBJECTIVE AND STRATEGY FUND SUMMARY OBJECTIVE AND STRATEGY Seeks long-term capital appreciation by investing principally in equity securities of U.S. and, to a limited extent, foreign companies that exhibit strong or accelerating earnings growth. FUND INCEPTION DATE 01/20/2000 TOTAL NET ASSETS $14.2 million NUMBER OF SECURITIES IN THE PORTFOLIO 91 INVESTMENT MANAGER Morgan Stanley Investment Management Inc. - -------------------------------------------------------------------------------- FUND PROFILE DECEMBER 31, 2003 (Unaudited) - -------------------------------------------------------------------------------- Ten Largest Positions % of Net Assets - -------------------------------------------------------- Microsoft Corp. 5.8% - -------------------------------------------------------- General Electric Co. 5.4 - -------------------------------------------------------- Pfizer, Inc. 4.8 - -------------------------------------------------------- Citigroup, Inc. 3.6 - -------------------------------------------------------- Intel Corp. 3.2 - -------------------------------------------------------- American International Group, Inc. 2.9 - -------------------------------------------------------- Cisco Systems, Inc. 2.7 - -------------------------------------------------------- Wal-Mart Stores, Inc. 2.2 - -------------------------------------------------------- eBay, Inc. 2.1 - -------------------------------------------------------- Amgen, Inc. 2.1 - -------------------------------------------------------- Ten Largest Sectors % of Net Assets - -------------------------------------------------------- Retail 10.5% - -------------------------------------------------------- Software 10.3 - -------------------------------------------------------- Semiconductors 9.4 - -------------------------------------------------------- Financial 8.5 - -------------------------------------------------------- Pharmaceuticals 8.4 - -------------------------------------------------------- Manufacturing 7.4 - -------------------------------------------------------- Health Care 6.6 - -------------------------------------------------------- Internet 4.3 - -------------------------------------------------------- Media 4.2 - -------------------------------------------------------- Computers & Peripherals 4.0 - -------------------------------------------------------- Fund Composition % of Net Assets - -------------------------------------------------------- Common stocks 98% - -------------------------------------------------------- Short-term investments 1 - -------------------------------------------------------- Cash and Other Assets Less Liabilities 1 - -------------------------------------------------------- MANAGEMENT'S DISCUSSION OF FUND PERFORMANCE Economy In 2003 a number of positive stimuli moved the market forward. The war in Iraq removed a significant geopolitical concern that had hung over the market for some time. The Bush Administration's passage of tax cuts for income, capital gains and dividends served to make equity investing more appealing. Low interest rates spurred record mortgage refinancing, robust home purchasing activity, debt restructuring and balance sheet de-leveraging. Corporate earnings recovered after declines in 2001 and 2002, with results topping expectations for the first three quarters of 2003. Manufacturing activity, as reported by the Institute for Supply Management, rose to 66.2 as of December month-end. The advance resulted from an expansion in new orders and a boost in production, both of which point to industrial growth. The University of Michigan's survey of consumer sentiment increased to a level of 92.6 during the year, suggesting that consumers are gaining confidence in the recovery, but are still waiting for labor market improvement. 2003 will also be remembered for the weak U.S. dollar and as a period during which cheaper, more speculative stocks rallied. Small cap stocks performed best for the year, followed by mid and large caps. Growth outpaced value in small- and mid-cap stocks, but styles were even in large caps. Against this backdrop, the S&P 500 returned 28.68% and the Lipper Large Cap Growth peer group returned 27.00%. Portfolio Review During 2003, across the market capitalization spectrum, smaller cap and lower quality, more speculative stocks exceeded larger, higher quality names. Our emphasis on the larger, higher quality names we favor detracted from our performance. While sector allocations added to relative return, stock selection was a detractor. Stock selection was weakest in the consumer discretionary sector. An overweight in the sector was a modest positive. The Fund was hampered by weak performance from a number of retailers, including Wal-Mart, one of the Fund's 10 largest positions. Wal-Mart suffered from negative publicity and increased scrutiny surrounding its labor practices. In the third quarter, we established a substantial position in media stocks, some of which performed well through year-end, while others lagged. We believe these stocks are poised for strong performance as the economy recovers, particularly since 2004 has both a presidential election and the Olympics. Favorable stock selection in the health care sector was unfortunately overshadowed by the negative effect of our sector overweight. Health care did not advance as strongly as other economically sensitive sectors. Among our largest holdings in the health care sector, Pfizer and Johnson & Johnson, both had a negative effect on relative results. Johnson & Johnson, a com- - - 6 pany with relatively stable earnings from its broad mix of drugs and consumer products, initially benefited from the approval of its innovative stent to treat coronary artery disease; however, later in the year, the company declined on negative publicity about a number of deaths allegedly linked to the stent as well as concerns about competitive threats and their ability to produce supply to meet demand. We reduced our position in Johnson & Johnson in April. We reduced the Fund's holdings of Pfizer in the third quarter, based on concerns about increased competition for Lipitor and Viagra, as well as our belief that near-term growth for Pfizer stems from synergies related to the Pharmacia acquisition and not new products. On the positive side, Pfizer maintains a healthy cash flow and no patent expirations. Stock selection among consumer staples stocks also fell short of the index sector; an overweight in the sector detracted from relative results as well since staples lagged the broad market. Positions in several beverage and food companies, as well as a household products manufacturer were largely responsible for underperformance in this sector. Procter & Gamble was a significant detractor. We had added to our holdings of Procter & Gamble in the first quarter of the year, anticipating a positive impact from its acquisition of Wella, a German hair care company. Although Procter & Gamble was one of the stronger stocks within the consumer staples sector, its return lagged the broader market. In the fourth quarter, Procter & Gamble announced earnings that beat expectations as the company benefited from sales of its over-the-counter heartburn medicine Prilosec. Among the Fund's largest financial positions, Citigroup was a strong positive contributor, while American International Group's return was less than half that of the index sector. Following a strong run in financials, we took profits in several names over the course of the third quarter, including Citigroup. We subsequently added incrementally to our Citigroup holdings, taking advantage of a price decline in August. Late in the year, Citigroup benefited from positive market reaction to its proposed acquisition of a Washington Mutual unit expected to broaden Citigroup's consumer lending presence and extend its geographic reach. AIG declined sharply in February following its announcement of a substantial charge to cover higher-than-expected claims by U.S. businesses for costs of sick workers and jury settlements. Through the remainder of the year, the stock's price vacillated within a relatively narrow range before gaining some momentum in the fourth quarter. The Fund's position in the industrial sector also detracted from relative performance, due to weak performance of individual holdings. While top 10 holding General Electric added to relative results, its contribution was not enough to offset losses in a number of other industrial stocks, particularly defense contractors. In the first quarter, we reduced our position in General Electric, taking advantage of the stock's strength. We subsequently increased our holdings of General Electric in August due to our belief that the company can successfully remake itself into a high growth, service-oriented business. In November, GE management indicated that after limited to modest profit growth in 2004, they anticipated double-digit profit growth in 2005. The Fund's energy position had a moderate negative effect on relative results, due mainly to lagging stock performance. An underweight in the strong performing materials sector also detracted from relative performance. An overweight in the information technology sector was the largest positive contributor to relative results for the year. This was augmented by strong stock selection. Among the Fund's largest technology positions, Cisco and Intel were significant positive contributors. Semi-conductor company Intel more than doubled in price, while communications equipment provider Cisco's gain was in the high double digits. Both companies benefited from accelerating economic momentum, strong earnings reports and an improved outlook for corporate spending. A large overweight in Microsoft detracted from relative results. Despite Microsoft's weak showing this year, the company's prospects remain favorable, with substantial cash available for acquisitions or dividends and expected earnings growth of 10% annually over the next five years. Microsoft paid its first dividend in 2003 and is expected to double the small initial payout in 2004. The Fund generally benefited from its semi-conductor position, as the semi-conductor industry advanced amid the improved economic environment. During the third quarter, we cut back on our semi-conductor allocation following the group's strong performance. However, we remained overweight in the industry. A meaningful underweight in telecommunications stocks also added to relative return. Although telecommunications stocks were among the leaders in the early stages of the 2003 rally, telecommunications finished the year as the worst performing index sector. Outlook As we enter the second year of the recovery, we are encouraged by signs of continued economic strength globally. Corporate profits hit an all-time high in the third quarter and negative earnings pre-announcements have been muted, which bodes well for the fourth quarter earnings season. As well, the flow of money into growth mutual funds has outpaced the flow into non-growth funds for the last four months. We continue to position the Fund for recovery and emphasize high quality growth companies. It is our hope that quality will be rewarded in the coming year as investors rotate away from the more speculative stocks that drove the market in the early stages of the recovery. - 7 PERFORMANCE Returns for the year ended December 31, 2003 were: Institutional Class 24.49% Premier Class 24.34 Retail Class 24.06 Russell 1000 Growth Index 29.75 S&P 500(R) Index 28.68 Lipper Large-Cap Growth Funds Average 27.00 [THE FOLLOWING DATA WAS REPRESENTED AS A LINE CHART IN THE PRINTED MATERIAL] GROWTH OF A HYPOTHETICAL $10,000 INVESTMENT (Unaudited) 1/20/00 -- 12/31/03 - ------------------------------------------------------------------ AVERAGE ANNUAL RETURNS 1 Year Life of Fund Inception Date Institutional Class 24.49% -9.62% 1/20/00 - ------------------------------------------------------------------ Institutional S&P 500(R) Index Russell 1000 Growth Index 1/20/00 10000 10000 10000 12/31/00 8720 9264 7725 12/31/01 7440 8163 6148 12/31/02 5390 6359 4433 12/31/03 6710 8183 5752 Large Cap Growth/Morgan Stanley Fund (the "Fund") performance figures are historical and reflect reinvestment of all dividends. The investment return and principal value for each class will fluctuate so that an investor's shares when sold may be worth more or less than their original cost. Past performance does not predict future performance and the returns shown in the graph and table do not reflect the deduction of taxes that a shareholder would pay on fund distributions and the redemption of fund shares. The return for each class has been compared with the total return performance of the S&P 500(R) Index and the Russell 1000 Growth Index. These indices are a group of unmanaged securities widely regarded by investors to be representative, in general, of the stock and bond market and the growth segment of the stock market, respectively. An investment cannot be made in either index. Index results do not reflect brokerage charges or other investment expenses. - - 8 Large Cap Value/John A. Levin & Co. Fund DECEMBER 31, 2003 - -------------------------------------------------------------------------------- FUND SUMMARY - -------------------------------------------------------------------------------- OBJECTIVE AND STRATEGY Seeks long-term capital appreciation by investing principally in common stocks of large U.S. companies with a market capitalization above $5 billion deemed, at the time of purchase, to be undervalued relative to their present and/or future prospects and after the stocks have declined from recent highs. FUND INCEPTION DATE 01/20/2000 TOTAL NET ASSETS $24.8 million NUMBER OF SECURITIES IN THE PORTFOLIO 69 INVESTMENT MANAGER John A. Levin & Co., Inc. - -------------------------------------------------------------------------------- FUND PROFILE DECEMBER 31, 2003 (Unaudited) - -------------------------------------------------------------------------------- Ten Largest Positions % of Net Assets - -------------------------------------------------------- Pfizer, Inc. 3.3% - -------------------------------------------------------- Bank of New York, Inc. 3.0 - -------------------------------------------------------- Citigroup, Inc. 2.8 - -------------------------------------------------------- Bank of America Corp. 2.7 - -------------------------------------------------------- General Electric Co. 2.6 - -------------------------------------------------------- Lockheed Martin Corp. 2.4 - -------------------------------------------------------- ExxonMobil Corp. 2.3 - -------------------------------------------------------- News Corp. Ltd. 2.3 - -------------------------------------------------------- Accenture Ltd. 2.2 - -------------------------------------------------------- Verizon Communications, Inc. 2.2 - -------------------------------------------------------- Ten Largest Sectors % of Net Assets - -------------------------------------------------------- Banks 11.9% - -------------------------------------------------------- Manufacturing 9.6 - -------------------------------------------------------- Media 7.5 - -------------------------------------------------------- Oil & Gas 7.5 - -------------------------------------------------------- Insurance 5.6 - -------------------------------------------------------- Software 5.0 - -------------------------------------------------------- Retail 4.9 - -------------------------------------------------------- Pharmaceuticals 4.9 - -------------------------------------------------------- Financial 4.5 - -------------------------------------------------------- Food & Beverages 4.4 - -------------------------------------------------------- Fund Composition % of Net Assets - -------------------------------------------------------- Common stocks 98% - -------------------------------------------------------- Short-term investments 4 - -------------------------------------------------------- Liabilities in excess of Cash and Other Assets (2) - --------------------------------------------------------- MANAGEMENT'S DISCUSSION OF FUND PERFORMANCE Performance Review For the fiscal year ended December 31, 2003, the Fund posted solid returns but trailed the 30.03% return for the Russell 1000 Value Index. Major contributors to Fund performance for the year included banks and financial services stocks, such as Citigroup, FleetBoston Financial, Bank of New York and AON Corporation, as low interest rates continued and mergers and acquisitions activity in the sector increased. In addition, some names that had been problems in 2002, including Williams Companies and Tyco International, performed well. These stocks recovered as investors gained increased confidence that problems related to liquidity, leverage and corporate governance, among others, had been resolved, and they refocused on improving business fundamentals. Only one security, UnumProvident, had a significant negative impact on performance during the year, as it came under pressure due to negative publicity about its claims practices, lowered credit ratings, and disappointing guidance for 2003. The potential for a significant recovery in a broad range of equities was clearly present from the outset of 2003, aided by the economic stimulus provided by low interest rates, tax cuts and a weakening dollar. While a vast majority of equities posted positive returns, the story for much of the year was the dominance of small cap, higher valuation, and more speculative names, while a number of large, higher quality holdings lagged the market, some for readily understandable reasons. Another feature of the market was significantly reduced volatility. During the year, we took advantage of a value compression that reduced much of the risk premium between high and lower quality securities. We invested in many large cap market leaders and reduced the overall risk profile of the Fund, focusing on specific situations where we identified attractive opportunities relative to risk. We were particularly alert to opportunities in names that lagged the market advance, in accordance with our contra-price discipline. Although the market was led by smaller, often lower quality, higher multiple companies, our repositioned portfolio performed creditably, both absolutely and on a relative basis. Although we employ a bottom-up approach to portfolio construction, from a sector perspective, major contributions came from our overweighting in the Technology sector, with strong performers such as Accenture and Koninklijke Philips Electronics N.V. Strong stock selection in the Consumer Discretionary (Home Depot and McDonald's) and Other Energy (Williams Companies) sectors also made significant contributions to absolute and relative performance. The Fund's Financial Services stocks also provided positive relative performance due to our holdings in FleetBoston Financial (which is being acquired) and U.S. Bancorp (a takeover candidate); however, our overall - 9 sector results were impacted by the UnumProvident holding (as mentioned above) as well as our relative underweighting in the sector. In addition, several of the Fund's positions in the Producer Durables sector underperformed specifically, defense names Raytheon, Northrop Grumman and Lockheed Martin. These companies' stocks performances continue to be affected by concerns over underfunded pension liabilities as well as, to a certain degree, investor preference for smaller cap and lower quality companies. Despite the quality of our holdings in the Health Care sector, such as Eli Lilly, Johnson & Johnson and Pfizer, our stocks in this sector languished because of uncertainties surrounding Medicare legislation and continued concerns about patent expirations and competitive pressures throughout the industry. Investment Outlook Looking ahead, we note that many political and economic uncertainties remain. For instance, despite the capture of Saddam Hussein in December, global tensions remain high, and there is the threat of more acts of terrorism. On the economic front, the decline of the dollar helps sales of U.S. goods and increases the profitability of multi-nationals, which like many domestic companies, have already improved profitability through a series of cost cutting measures, including workforce reductions. Over the longer term, however, a persistently weak dollar is likely to lead to an increase in interest rates and inflation, which, if it occurs, would dampen the pace of economic growth. The strength of the consumer is another factor that could have a significant impact on the economy, and ultimately on the performance of the markets and individual equities. For many years, consumers have demonstrated a propensity for spending and for a low savings rate, maintained even through the economic downturn. Their ability to sustain a high level of spending, an important component of the U.S. economy, was largely supported by historically low interest rates, the boom in home refinancing and easy credit. Now, as the U.S. economy recovers, job creation is not yet buoyant. Because it is increasingly likely that interest rates will rise, without job growth, consumer spending could be restrained, affecting housing, retail and automobile sales, and impacting broad segments of our economy. Other major variables that we continue to monitor include persistently high oil prices and diminishing tailwinds from the 2003 changes in tax laws. We are also focused on the extraordinarily strong Chinese economy, a large consumer of commodities (including oil) and a major exporter of inexpensive goods. China's growth bodes well for companies in the basic materials sector, as prices are being driven higher, as well as for consumers who are benefiting from the availability of lower cost finished goods. However, while the Chinese economy is likely to continue to grow rapidly, and clearly has great potential, one cannot, with confidence, indefinitely extrapolate an unbroken pattern of expansion at its current rate of growth. We note again that there are clear signs of economic improvement, including increased book to build numbers in cyclical industries. In the technology sector, orders for semi-conductors are rising, and there are indications from management that increased capital expenditure budgets are being approved for 2004. These trends will translate into increased profits, as corporate America takes advantage of the operating leverage created over the past several years, including lower restructured balance sheets and reduced overhead. While we have no specific reasons to doubt that the economic recovery will continue, it is always challenging for investors to determine how much of that recovery has already been factored into present valuations, especially, as since March, equities have advanced significantly without an important correction. Thus, we are following a disciplined approach, continuing to search for high quality, lower valuation investment opportunities that we believe are best positioned to realize value in the period ahead and to weather the impact of any economic disappointments. Among the areas where we continue to identify potential are Health Care stocks. Large pharmaceutical companies in the sector have faced challenges from patent expirations, competition from generics and weak new product pipelines, but we believe some represent good values with longer term potential. We also see value in the Energy sector, with certain companies attractively priced on the basis of normalized earnings, even assuming that the currently high energy prices do not endure. Furthermore, we believe that certain high quality defense companies will offer significant opportunity in the period ahead, after having lagged in 2003 because of concerns about pension funding issues, as the global political climate is favorable for such companies. We believe the Fund is well positioned for the coming period, as we expect investors will once again focus on high quality equities selling at reasonable absolute and relative values, as compared to a market with many issues that we believe are extended and vulnerable. - -- 10 PERFORMANCE Returns for the year ended December 31, 2003 were: Institutional Class 28.74% Premier Class 28.47 Retail Class 28.09 S&P 500(R) Index 28.68 Russell 1000 Value Index 30.03 Lipper Large-Cap Value Funds Average 28.27 [THE FOLLOWING DATA WAS REPRESENTED AS A LINE CHART IN THE PRINTED MATERIAL] GROWTH OF A HYPOTHETICAL $10,000 INVESTMENT (Unaudited) 1/20/00 -- 12/31/03 - ------------------------------------------------------------------ AVERAGE ANNUAL RETURNS 1 Year Life of Fund Inception Date Institutional Class 28.74% 0.72% 1/20/00 - ------------------------------------------------------------------ Institutional S&P 500(R) Index Russell 1000 Value Index 1/20/00 10000 10000 10000 12/31/00 11403 9264 10919 12/31/01 10923 8163 10308 12/31/02 7990 6359 8708 12/31/03 10286 8183 11323 Large Cap Value Fund/John A. Levin & Co. (the "Fund") performance figures are historical and reflect reinvestment of all dividends. The investment return and principal value for each class will fluctuate so that an investor's shares when sold may be worth more or less than their original cost. Past performance does not predict future performance and the returns shown in the graph and table do not reflect the deduction of taxes that a shareholder would pay on fund distributions and the redemption of fund shares. The return for each class has been compared with the total return performance of the S&P 500(R) Index and the Russell 1000 Value Index. These indices are a group of unmanaged securities widely regarded by investors to be representative, in general, of the stock and bond market and the growth segment of the stock market, respectively. An investment cannot be made in either index. Index results do not reflect brokerage charges or other investment expenses. -- 11 S&P 500(R) Index Fund DECEMBER 31, 2003 - -------------------------------------------------------------------------------- FUND SUMMARY - -------------------------------------------------------------------------------- OBJECTIVE AND STRATEGY Seeks long-term growth of capital by investing principally in common stocks of companies in the Standard & Poor's 500(R) Composite Stock Price Index. FUND INCEPTION DATE 07/01/1997 - Institutional Class 01/21/2000 - Premier and Retail Classes TOTAL NET ASSETS $192.4 million NUMBER OF SECURITIES IN THE PORTFOLIO 500 INVESTMENT MANAGER TimesSquare Capital Management, Inc. - -------------------------------------------------------------------------------- FUND PROFILE DECEMBER 31, 2003 (Unaudited) - -------------------------------------------------------------------------------- Ten Largest Positions % of Net Assets - ----------------------------------------------------------- General Electric Co. 2.6% - ----------------------------------------------------------- Microsoft Corp. 2.5 - ----------------------------------------------------------- ExxonMobil Corp. 2.3 - ----------------------------------------------------------- Pfizer, Inc. 2.2 - ----------------------------------------------------------- Citigroup, Inc. 2.1 - ----------------------------------------------------------- Wal-Mart Stores, Inc. 1.9 - ----------------------------------------------------------- Intel Corp. 1.7 - ----------------------------------------------------------- American International Group 1.4 - ----------------------------------------------------------- Cisco Systems, Inc. 1.4 - ----------------------------------------------------------- International Business Machine Corp. 1.3 - ----------------------------------------------------------- Fund Composition % of Net Assets - ----------------------------------------------------------- Common stocks 85% - ----------------------------------------------------------- Short-term investments* 15 - ----------------------------------------------------------- *At December 31, 2003, the Fund was long 98 S&P 500(R) futures contracts. MANAGEMENT'S DISCUSSION OF FUND PERFORMANCE Economy Economic touchstones which had provided hope of an improving recovery at the end of 2002 grew decidedly weaker over the first three months of the year. Financial markets closely followed the course of Operation Iraqi Freedom. Uncertainties were compounded by the deterioration of the western alliance and the realization that the U.S./U.K. "coalition of the willing" would have to act in defiance of France, Germany, Russia and the U.N. The promotion of a shock and awe campaign by coalition forces promising early resolution to the conflict left investors relieved when war finally commenced in mid-March. However, by the quarter's end, Turkey's broken promise to provide a northern access route to Iraq and the inflammatory nature of real-time network war coverage had instead generated expectations for a messy and prolonged engagement. Financial markets received psychological boosts from a number of directions in the second quarter. U.S. and coalition forces achieved a decisive victory in Iraq and turned their attention to instituting a provisional civil authority to oversee the transition. President Bush declared an end to "major" hostilities, although a clean end to the conflict has been elusive. Congress passed the president's 2003 tax cut initiative. The SARS epidemic, which had been perceived as a world threat earlier in the year, received unprecedented international coordinated attention and was brought under control. In an unusual step, Federal Reserve (Fed) chairman Alan Greenspan acknowledged the threat of deflation, declared formal steps to guard against it and suggested that the Fed would tolerate and even welcome moderate inflation. The financial markets were subjected to mixed influences during the third quarter. The Fed on two separate occasions renewed its commitment to low interest rates in response to nine-year record unemployment levels. Investor confidence was rocked by both the de facto forced retirement of NYSE CEO Richard Grasso on compensation issues, and evidence of mutual fund industry improprieties regarding late trading, market timing and use of brokerage commissions. Increased estimated costs of the Iraqi reconstruction and the consequent domestic economic implications eroded presidential support despite news of the deaths of Saddam Hussein's sons. The Northeast economic region experienced an energy blackout of historic scope. Second quarter Gross Domestic Product (GDP) was determined to be 3.3%, surpassing expectations. Economic growth accelerated in the fourth quarter, capping a year that confounded consensus views at the end of the previous year. Forecasts of double dip recession, deflation and a protracted period of uninspiring returns were laid waste by revised third quarter GDP figures of 8.2% and expectations of 4% full-year growth. Also influencing markets were record con- - -- 12 struction spending and a 20-year high in the ISM Purchasing Managers Index. Saddam Hussein finally was captured, the U.S. dollar hit record lows against the euro and the country experienced fear of an outbreak of Mad Cow disease. Equity Markets Equity markets retreated, intermediate rates fell and the dollar weakened through mid-March, as the lack of U.N. resolve left questionable the U.S. course of action related to Iraq. These trends reversed dramatically during the first two weeks of engagement in anticipation of an early success, and then reversed again during the final week of March on concerns of a longer U.S. presence in Iraq. By quarter's end, total return for the S&P 500(R) Index was -3.15% (the Fund's Institutional Class returned -3.17%). In the second quarter, equity market participants, buoyed by improving confidence indicators and better-than-expected reported earnings announcements, drove stock indexes to their best quarterly return in three and a half years. AMG Data Services (an independent provider of mutual fund data) reported that investors, anticipating a second-half acceleration in earnings, poured nearly $33 billion into stock mutual funds in the second quarter. The S&P 500(R) Index returned 15.40% for the period (the Fund's Institutional Class returned 15.38%). The average diversified U.S. stock fund returned 16.8% during the second quarter, according to Lipper Analytics. Among large capitalization companies, value (+18.8%) outperformed growth (+12.17%), as measured by representative S&P/Barra indexes. The best-performing industries for the three months included employment services, computer & electronics, tobacco and utilities, which all returned more than 48%. Health care facilities, the principal loser, gave back 19%. Equity markets traded in a range throughout most of July and August. An increase in jobless claims and low retail sales figures counteracted the impact of evidence of increased M&A (merger and acquisition) activity and a growing list of companies reporting earnings meeting optimistic expectations. The major indices rose somewhat in late August and the first half of September as a result of strong sales reports from major retailers and an uneventful anniversary of the 9/11 tragedy, but retreated thereafter on concerns that excessive dollar weakness might cause foreign liquidation of U.S. stocks as well as Treasuries. Announced OPEC output cuts and a six-month low in consumer confidence posed additional setbacks to further growth. By September 30, returns to the S&P 500(R) Index for the quarter had fallen to 2.65% (the Fund's Institutional Class returned 2.50%). Continuing a trend, small cap (S&P Small-Cap Index, +7.08%) and mid cap (S&P MidCap Index, +6.59%) stocks dominated their large capitalization counterparts. Among large cap companies, value (+2.54%) and growth (+2.75%) produced somewhat comparable results, as measured by their respective S&P/Barra Indexes. Equity markets had a strong start in October. Improvements in business capital spending, consumer confidence and payrolls, in addition to increased merger activity and better than expected reported operating earnings, produced a 5.6% return for the month. The market paused in November with renewed domestic terrorist threats, attacks on our forces in Iraq and fears of trade wars prompted by new U.S. quotas on Chinese textiles. A renewed pledge by the Fed to keep rates low until inflation, employment and capacity utilization rates rose, combined with Hussein's capture, lifted the S&P 500(R) Index through the holidays to finish the quarter up 12.18% (the Fund's Institutional Class returned 12.02% for the fourth quarter). Continuing a year-long trend, smaller capitalization segments outperformed the larger segments. The S&P Mid Cap Index was up 13.19% for the quarter and 35.62% for the year, while the S&P Small Cap Index generated returns of 14.78% and 38.79% for the corresponding periods. Among large capitalization companies, value (14.45% for the quarter, 31.79% for the year) beat growth (9.93% for the quarter, 25.66% for the year), based on S&P/Barra Indices. All ten S&P sectors were positive for the year, as were 90% of all companies in the Index - a new record. Technology performed best (+47.2%) while telecommunications was worst (+7.1%). As might be expected, the equal weighted Index beat the cap-weighted Index by 13% for the year. Outlook Near term, we expect that the Fed's pledge to remain accommodative and the benefits of improved productivity will support additional, though less robust, increases in corporate earnings, allowing the market to move higher. We continue to believe that, as the year progresses, sustainability of market advances will be dependent on both the orderly retracing of the dollar (sufficient to produce improvements in the trade deficit) as well as continued improvement in business investment to generate job growth. World central banks probably will ensure the first, but evidence of pending job growth has thus far been lacking. -- 13 PERFORMANCE Returns for the year ended December 31, 2003, were: Institutional Class 28.29% Premier Class 28.48 Retail Class 27.97 S&P 500(R) Index 28.68 [THE FOLLOWING DATA WAS REPRESENTED AS A LINE CHART IN THE PRINTED MATERIAL] GROWTH OF A HYPOTHETICAL $10,000 INVESTMENT (Unaudited) 7/1/97 -- 12/31/03 - ------------------------------------------------------------------------- AVERAGE ANNUAL RETURNS 1-Year 5-Year Life of Fund Inception Date Institutional Class 28.29% -0.80% 4.82% 7/1/97 - ------------------------------------------------------------------------- Institutional Class S&P 500(R) Index 7/01/97 10000 10000 12/31/97 11023 11033 12/31/98 14140 14186 12/31/99 17061 17170 12/31/00 15484 15607 12/31/01 13614 13752 12/31/02 10590 10712 12/31/03 13586 13785 S&P 500(R) Index Fund (the "Fund") performance figures are historical and reflect reinvestment of all dividends. The investment return and principal value for each class will fluctuate so that an investor's shares when sold may be worth more or less than their original cost. Past performance does not predict future performance and the returns shown in the graph and table do not reflect the deduction of taxes that a shareholder would pay on fund distributions and the redemption of fund shares. The return for each class has been compared with the total return performance of the S&P 500(R) Index. This index is a group of unmanaged securities widely regarded by investors to be representative of the stock market in general. An investment cannot be made in the index. Index results do not reflect brokerage charges or other investment expenses. - -- 14 Small Cap Growth/TimesSquare Fund DECEMBER 31, 2003 - -------------------------------------------------------------------------------- FUND SUMMARY - -------------------------------------------------------------------------------- OBJECTIVE AND STRATEGY Seeks long-term capital appreciation by investing principally in common and preferred stocks of U.S. companies with market capitalizations between $50 million and $2 billion, with a focus on growing companies involved in new product development and technological breakthroughs. FUND INCEPTION DATE 01/21/2000 TOTAL NET ASSETS $402.8 million NUMBER OF SECURITIES IN THE PORTFOLIO 106 INVESTMENT MANAGER TimesSquare Capital Management, Inc. - -------------------------------------------------------------------------------- FUND PROFILE DECEMBER 31, 2003 (Unaudited) - -------------------------------------------------------------------------------- Ten Largest Positions % of Net Assets - --------------------------------------------------------- Getty Images, Inc. 2.5% - --------------------------------------------------------- Education Management Corp. 2.3 - --------------------------------------------------------- Alliance Data Systems Corp. 2.0 - --------------------------------------------------------- DaVita, Inc. 2.0 - --------------------------------------------------------- Corporate Executive Board Co. 1.7 - --------------------------------------------------------- Global Payments, Inc. 1.6 - --------------------------------------------------------- Mettler-Toledo International, Inc. 1.6 - --------------------------------------------------------- iShares Russell 2000 Index Fund 1.5 - --------------------------------------------------------- Investors Financial Services Corp. 1.5 - --------------------------------------------------------- Rent-A-Center, Inc. 1.5 - --------------------------------------------------------- Ten Largest Sectors % of Net Assets - --------------------------------------------------------- Commercial Services 11.8% - --------------------------------------------------------- Software 9.3 - --------------------------------------------------------- Financial 7.7 - --------------------------------------------------------- Health Care 7.2 - --------------------------------------------------------- Semiconductors 6.6 - --------------------------------------------------------- Telecommunications 6.1 - --------------------------------------------------------- Electronics 5.8 - --------------------------------------------------------- Oil & Gas 5.3 - --------------------------------------------------------- Pharmaceuticals 4.9 - --------------------------------------------------------- Computers 3.8 - --------------------------------------------------------- Fund Composition % of Net Assets - --------------------------------------------------------- Common stocks 95% - --------------------------------------------------------- Short-term investments 5 - --------------------------------------------------------- MANAGEMENT'S DISCUSSION OF FUND PERFORMANCE Intense risk aversion early in 2003 gave way to a new found appetite for risk as the year progressed. Following their three year slide, stocks came back with a vengeance. The Russell 2000 Index, up 47.3%, posted its best return ever, well ahead of the large cap Russell 1000 Index, up 29.9%. Small caps now have outperformed large caps for five consecutive years, including each of the final three quarters of 2003. Growth finished ahead of value in the small cap arena; the Russell 2000 Growth Index (the "Index") beat its Value counterpart for the first time since 1999 with a gain of 48.5% vs. 46.0% for Value. During the first quarter, it was all about the war. At first, the anticipation held the markets and the economy hostage, sending the markets sliding and oil prices skyrocketing in January and February. The war's onset brought an expectation of a short and decisive victory; an explosive stock market rally ensued in March - quickly dissipating with those dashed hopes. For the first quarter, the total return of the Russell 2000 Growth Index return was -3.88%. According to Lipper, the average small cap growth mutual fund was down 3.92% for the quarter. Small cap stocks lagged behind their large cap brethren during the first quarter. Performance of the Fund in the first quarter (-3.80% for the Institutional Class) was in line with the index and was helped by good stock selection, principally from the health care, consumer staples and energy sectors. Lack of improvement in capital spending hurt our investments in the technology and producer durables sectors. Second quarter returns finally gave stock market investors something to cheer about. Small caps staged a huge comeback, leading the large caps for the quarter. The growth style led value for the quarter; the Russell 2000 Growth Index rose 24.15% versus 22.72% for the Russell 2000 Value Index, widening its lead year to date, 19.33% versus 16.49%. The Fund had solid absolute returns (20.51% for the Institutional Class), though it lagged its benchmark. The benchmark proved especially challenging to outperform, as the smallest illiquid stocks were up significantly more than the larger small cap stocks - and low quality stocks significantly outperformed the rest of the universe. For the second quarter, sector selection was responsible for most of the underperformance. Though an underweight impaired performance, technology contributed favorably to the overall portfolio. Earnings reported in the third quarter affirmed the recovery in corporate profits; earnings news came in even better than expected, and not just thanks to cost cutting. Revenues grew by 7% year over year in the S&P 500 Index. Favorable economic news - including better-than-expected reports on retail sales, industrial production and factory orders - added fodder to the market's surge. This spate of good news did not go -- 15 unnoticed by the markets, though small cap stocks far outpaced large caps for the quarter. In the third quarter, the Russell 2000 Index climbed 9.1% versus the 3.0% rise for the Russell 1000 Index. The growth style continued to gain on the value style; the Russell 2000 Growth Index returned 10.5% for the quarter, versus only a 7.7% advance for the Russell 2000 Value Index. The Fund had solid absolute net returns for the third quarter (6.55% for the Institutional Class) but continued to trail the Russell 2000 Growth Index. Once again, the benchmark proved challenging to outperform, as low quality, low-priced, micro-cap companies significantly outperformed the rest of the benchmark. In particular, low-priced stock - those selling for under $5, a proxy for low quality issues - outperformed significantly, gaining 31% for the quarter and about 100% for the year to date. A strong economy and strong earnings fueled the market's momentum in the final quarter of 2003. The Russell 2000 Index propelled ahead 14.5% vs. 12.3% for the Russell 1000 Index. However, as growth stocks sputtered in December, small cap value stocks made their move to lead for the fourth quarter; 16.4% for the Russell 2000 Value Index vs. 12.7% for the Russell 2000 Growth Index. The Fund again produced solid returns for the fourth quarter (11.29% for the Institutional Class), while continuing to trail the Index, which was up 12.68%. For the quarter positive contributions came from holdings in Consumer Discretionary, Energy, Producer Durables and Utilities (Telecommunications) while an underweight in Materials & Processing and underperforming stock selection in Health Care and Technology detracted from relative performance. The economic recovery has steadily evolved into a broadly based economic expansion, with the full participation of virtually all sectors of our economy. The long awaited revival in the corporate sector appears to be upon us. Better than expected profits are leading to increased capital spending, and point to sustained economic growth in 2004. With small capitalization stocks fairly valued compared to large capitalization stocks, relative earnings growth will be the continued driver of the outperformance of small cap vs. large cap stocks. We are encouraged by the increased earnings visibility that many of our companies are experiencing. We believe that fundamental stock pickers will be rewarded in 2004 as the low quality bounce dissipates. Within a maturing economic recovery, companies who grow their earnings consistently should outperform. We continue to favor companies with solid competitive advantages, dominant players in their industry with strong, experienced management teams. PERFORMANCE Returns for the year ended December 31, 2003 were: Institutional Class 37.48% Premier Class 37.53 Retail Class 37.02 S&P 500(R) Index 28.68 Russell 2000 Growth Index 48.54 Russell 2000 Index 47.25 Lipper Small-Cap Growth Funds Average 44.36 [THE FOLLOWING DATA WAS REPRESENTED AS A LINE CHART IN THE PRINTED MATERIAL] GROWTH OF A HYPOTHETICAL $10,000 INVESTMENT (Unaudited) 1/21/00 -- 12/31/03 - ---------------------------------------------------------------- AVERAGE ANNUAL RETURNS 1-Year Life of Fund Inception Date Institutional Class 37.48% 3.31% 1/21/00 - ---------------------------------------------------------------- Institutional Class Russell 2000 Index Russell 2000 Growth Index 1/21/00 10000 10000 10000 12/31/00 11151 9164 7297 12/31/01 10137 9392 6623 12/31/02 8272 7468 4619 12/31/03 11372 10997 6861 Small Cap Growth/TimesSquare Fund (the "Fund") performance figures are historical and reflect reinvestment of all dividends. The investment return and principal value for each class will fluctuate so that an investor's shares when sold may be worth more or less than their original cost. Past performance does not predict future performance and the returns shown in the graph and table do not reflect the deduction of taxes that a shareholder would pay on fund distributions and the redemption of fund shares. The return for each class has been compared with the total return performance of the Russell 2000 Index and the Russell 2000 Growth Index. These indices are a group of unmanaged securities widely regarded by investors to be representative, in general, of the small company stock market and the growth segment of that market, respectively. An investment cannot be made in either index. Index results do not reflect brokerage charges or other investment expenses. - -- 16 Small Cap Value/Perkins, Wolf, McDonnell Fund DECEMBER 31, 2003 - -------------------------------------------------------------------------------- FUND SUMMARY - -------------------------------------------------------------------------------- OBJECTIVE AND STRATEGY Seeks long-term capital appreciation by investing principally in common stocks of small U.S. companies with market capitalizations at the time of purchase of less than $1 billion and whose stock prices are believed to be undervalued. FUND INCEPTION DATE 01/20/2000 TOTAL NET ASSETS $110.8 million NUMBER OF SECURITIES IN THE PORTFOLIO 65 INVESTMENT MANAGER Perkins, Wolf, McDonnell & Company - -------------------------------------------------------------------------------- FUND PROFILE DECEMBER 31, 2003 (Unaudited) - -------------------------------------------------------------------------------- Ten Largest Positions % of Net Assets - ------------------------------------------------------------ Brookline Bancorp, Inc. 2.4% - ------------------------------------------------------------ Harsco Corp. 2.2 - ------------------------------------------------------------ Steris Corp. 2.1 - ------------------------------------------------------------ La-Z-Boy, Inc. 2.1 - ------------------------------------------------------------ Mettler-Toledo International, Inc. 2.1 - ------------------------------------------------------------ Superior Industries International, Inc. 2.0 - ------------------------------------------------------------ EMCOR Group, Inc. 2.0 - ------------------------------------------------------------ Key Energy Services, Inc. 2.0 - ------------------------------------------------------------ Brown (Tom), Inc. 1.9 - ------------------------------------------------------------ Energy Partners Ltd. 1.8 - ------------------------------------------------------------ Ten Largest Sectors % of Net Assets - ------------------------------------------------------------ Banks 12.4% - ------------------------------------------------------------ Oil & Gas 10.0 - ------------------------------------------------------------ REIT's 6.7 - ------------------------------------------------------------ Health Care 5.8 - ------------------------------------------------------------ Software 4.7 - ------------------------------------------------------------ Manufacturing 4.5 - ------------------------------------------------------------ Engineering & Construction 3.7 - ------------------------------------------------------------ Electronics 3.0 - ------------------------------------------------------------ Insurance 2.9 - ------------------------------------------------------------ Machinery 2.7 - ------------------------------------------------------------ Fund Composition % of Net Assets - ------------------------------------------------------------ Common stocks 84% - ------------------------------------------------------------ Short-term investments 16 - ------------------------------------------------------------ MANAGEMENT'S DISCUSSION OF FUND PERFORMANCE During 2003, Berger[RegTM] was replaced as investment manager by Janus Capital Management LLC (Janus). Janus in turn hired Perkins, Wolf, McDonnell & Company to manage the investment operations of the Fund. Market Overview For the 12 months ended December 31, 2003, the Russell 2000 Value Index (the "Index") advanced 46.03%. While the performance of each class of the Fund exceeded 40%, the Fund trailed the Index. Positive returns weren't limited to small capitalization equities over the past 12 months as the major U.S. stock market indices ended the fiscal year with gains for the first time since 1999. The Dow Jones Industrial Average added 28.28% and the broad-based Standard & Poor's 500 Index climbed 28.68%. Not to be outdone, the technology-dominated Nasdaq Composite Index surged 50.69% for the period. In the value arena, the S&P 500/Barra Value Index rose 31.79%. The period began with a brief rally that was quickly overcome by worries of a looming conflict with Iraq. Rising unemployment, a persistent lack of new jobs and soaring oil prices also were causes for concern. After hitting a trough in the months leading up to the war, however, both the market and consumer confidence bounced back sharply by the time the hostilities began in mid-March. Later, signs that the manufacturing sector was emerging from a two-year slump and a tax-cut-driven increase in consumer spending also helped to lift investors' spirits. But the health of the economy still was in doubt as job losses mounted. The Federal Reserve acknowledged the mixed picture, cutting its benchmark federal funds rate to a 45-year low of 1% in an attempt to spur corporate investment and hiring. As the fiscal year came to a close, however, stocks added to their gains. Feelings of cautious optimism, fueled by an acceleration of quarterly earnings and better-than-expected economic growth, prevailed, despite questions about whether the positive momentum could be sustained. Manager's Overview We have been quite surprised by the persistent strength of the U.S. equity markets in recent months. While we feel good about the resulting healthy absolute returns of the Fund, our somewhat pessimistic view of general market fundamentals going into the period, and the difficulty we had finding attractive values in light of this outlook, led to underperformance relative to our benchmark. All sectors in the Fund, outside of the utilities group, had positive returns over the latest period. That said, our stock selection was disappointing in a few instances, so we eliminated those positions we felt had developed long-term fundamental -- 17 problems and added to those whose weakness we believed was due to more temporary and correctable issues. We adhered to our disciplined process of only investing in stocks we felt had attractive risk-reward relationships and therefore missed out on the continued run-up in, what seem to us to be, more speculative stocks. While this also contributed to our relative underperformance, historically this approach has yielded superior long-term relative returns. For the year, municipal truck maker Federal Signal and crane manufacturer Manitowoc weighed most heavily on the Fund's results. Meanwhile, visual projection-system developer InFocus lagged amid a management shakeup, while regional insurance holding company Harleysville Group and small-engine manufacturer Tecumseh Products hindered returns as well. Mining machinery manufacturer Joy Global led all advancers, followed by First Niagra Financial Group, a New York based financial services provider. Two different construction-related concerns - single-family home builder Standard Pacific and Dycom Industries, a contractor serving the telecommunications and cable industries - also performed well, as did homebuilder and mortgage financer Ryland Group. While our research efforts are tightly focused on company fundamentals, sector performance provides an alternative view of the Fund's advance. Holdings within the financial and information technology groups, where we were collectively overweight relative to the benchmark, led all gainers on an absolute basis. At the other end of the spectrum, the utilities and consumer staples sectors performed poorest, although our relatively small positions in both areas buffered results. Outlook and Strategy Despite widespread investor optimism surrounding the run up in share prices, we cannot bring ourselves to ignore the confluence of events that has aided the market's ascent. It is our belief that the gathering strength of the economy has had greater impact on stock valuations than it has on the near-term earnings of our investments. While our companies have generally showed good earnings growth in 2003, we believe our performance benefited more from increased investor confidence in the fundamental longer term outlook for our holdings. This has reinforced our belief that it is more important to focus on long-term company fundamentals and stock valuations than on near-term economic trends. As always, our focus is on superior balance sheets, cash flow and franchise position at an attractive valuation. This emphasis is especially important now, as we continue to believe there are considerable macroeconomic and geopolitical uncertainties in the intermediate and longer term. PERFORMANCE Returns for the year ended December 31, 2003 were: Institutional Class 40.82% Premier Class 40.53 Retail Class 40.07 S&P 500(R) Index 28.68 Russell 2000 Value Index 46.03 Russell 2000 Index 47.25 Lipper Small-Cap Value Funds Average 42.88 [THE FOLLOWING DATA WAS REPRESENTED AS A LINE CHART IN THE PRINTED MATERIAL] GROWTH OF A HYPOTHETICAL $10,000 INVESTMENT (Unaudited) 1/20/00 -- 12/31/03 - ---------------------------------------------------------------- AVERAGE ANNUAL RETURNS 1 Year Life of Fund Inception Date Institutional Class 40.82% 17.48% 1/20/00 - ---------------------------------------------------------------- Institutional Russell 2000 Index Russell 2000 Value Index 1/20/00 10000 10000 10000 12/31/00 12922 9279 12099 12/31/01 15737 9510 13796 12/31/02 13407 7562 12220 12/31/03 18881 11135 17844 Small Cap Value/Wolf Perkins McDonnell Fund (the "Fund") performance figures are historical and reflect reinvestment of all dividends. The investment return and principal value for each class will fluctuate so that an investor's shares when sold may be worth more or less than their original cost. Past performance does not predict future performance and the returns shown in the graph and table do not reflect the deduction of taxes that a shareholder would pay on fund distributions and the redemption of fund shares. The return for each class has been compared with the total return performance of the Russell 2000 Value Index and the Russell 2000 Index. These indices are a group of unmanaged securities widely regarded by investors to be representative, in general, of the small company stock market and the value segment of that market, respectively. An investment cannot be made in either index. Index results do not reflect brokerage charges or other investment expenses. - -- 18 International Blend/Bank of Ireland Fund DECEMBER 31, 2003 - -------------------------------------------------------------------------------- FUND SUMMARY - -------------------------------------------------------------------------------- OBJECTIVE AND STRATEGY Seeks long-term capital appreciation by investing principally in common stocks of well-established companies located outside the U.S. FUND INCEPTION DATE 01/24/2000 TOTAL NET ASSETS $11.8 million NUMBER OF SECURITIES IN THE PORTFOLIO 82 INVESTMENT MANAGER Bank of Ireland Asset Management (U.S.) Limited - -------------------------------------------------------------------------------- FUND PROFILE DECEMBER 31, 2003 (Unaudited) - -------------------------------------------------------------------------------- Ten Largest Positions % of Net Assets - ---------------------------------------------------------------- Total Fina Elf SA 3.5% - ---------------------------------------------------------------- Nestle SA 3.5 - ---------------------------------------------------------------- Canon, Inc. 3.2 - ---------------------------------------------------------------- UBS AG 3.1 - ---------------------------------------------------------------- Vodafone Group PLC 2.7 - ---------------------------------------------------------------- E. ON AG 2.6 - ---------------------------------------------------------------- ING Groep NV 2.5 - ---------------------------------------------------------------- Barclays PLC 2.4 - ---------------------------------------------------------------- Aventis SA 2.4 - ---------------------------------------------------------------- Samsung Electronics Co., Ltd. GDR 2.4 - ---------------------------------------------------------------- Ten Largest Industries % of Net Assets - ---------------------------------------------------------------- Banks 17.5% - ---------------------------------------------------------------- Pharmaceuticals 9.7 - ---------------------------------------------------------------- Oil & Gas 7.3 - ---------------------------------------------------------------- Diversified Telecommunication Services 6.9 - ---------------------------------------------------------------- Food Products 6.4 - ---------------------------------------------------------------- Insurance 4.1 - ---------------------------------------------------------------- Automobiles 3.8 - ---------------------------------------------------------------- Office Electronics 3.6 - ---------------------------------------------------------------- Diversified Financials 3.4 - ---------------------------------------------------------------- Wireless Telecommunication Services 3.1 - ---------------------------------------------------------------- Fund Composition % of Net Assets - ---------------------------------------------------------------- Common stocks 97% - ---------------------------------------------------------------- Short-term investments 3 - ---------------------------------------------------------------- MANAGEMENT'S DISCUSSION OF FUND PERFORMANCE Economic Review International equity markets rebounded strongly to record vigorous gains in 2003 following three years of negative returns. Market volatility, characteristic of the early part of the year, had eased considerably by the end of 2003. The quicker-than-anticipated collapse of the Iraqi regime served as the catalyst, prompting equity investors back into the market. Brightening economic prospects sustained the stock market bounce as a combination of low interest rates, tax cuts and higher government spending provided an important stimulus. That momentum was maintained during the fourth quarter. Global recovery was led by the U.S., where growth was greater than anticipated, particularly in the latter part of the year. The annualized growth rate in the third quarter was 8.2% (the fastest pace achieved since 1983). In the last quarter of the year, the Morgan Stanley Capital International (MSCI) World Index gained 14% in U.S. dollar terms, resulting in a 34% gain for the year. The MSCI EAFE Index rose 17% in the final quarter of 2003, registering an advance of 39% in 2003. All of the MSCI industry groups posted positive returns in 2003. In broad terms, the technology, materials and financial-related sectors were among the top performers, with health care and consumer staples at the opposite end of the table. Defensive sectors, which remained out-of-favor for much of the year, staged a recovery in the last quarter. Information technology stocks, which led the recovery until the fourth quarter, actually produced the poorest return in the fourth quarter. Towards the end of the year, the narrow focus of the rally broadened to encompass some of those sectors left behind, but this late rally was not sufficient to change the fortunes of the consumer staples sector, which ended the year at the bottom of the scale. The flight from quality has had a decidedly negative impact on the Fund's relative return. Low-quality, highly valued stocks have dominated the market rally. Looking at the broad market, stocks with the lowest credit ratings have been among the best performers. Small- and mid-cap stocks have also led the markets higher with significant outperformance compared to larger capitalized "blue chip" stocks. Indeed, stocks that have upgraded earnings have been among the poorer performers, while companies that have yet to register actual earnings improvements (and, in some cases, still seeking a first profit) have surged ahead on the basis of their future potential. All of these trends run counter to our stock selection preferences. It remains our approach to invest at reasonable valuations in high-quality companies with strong market positions, sound balance sheets and good income and cash-generation prospects. The weakness of the U.S. dollar was a key feature in 2003, with the currency's depreciation accelerating in the final quar- -- 19 ter. Asian central banks bought U.S. assets in an effort to maintain exchange rates at favorable levels for their exports, serving as a brake on the dollar's decline. The dollar's valuation against the euro hit record lows during December. While this helped to boost corporate profits for American companies, it damaged the attractiveness of U.S. assets for euro-denominated investors. Eurozone and Japanese exporters were among those hurt by appreciating currencies. All of the MSCI national indices posted positive local currency returns for the fourth quarter and the year, and even stronger dollar-denominated returns with the U.S. dollar's decline against most other world currencies. The Swedish and German markets were among the top performers in the fourth quarter as well as the year. The U.K. and the Netherlands propped up the bottom of the annual performance table, but still registered dollar returns of close to 30% for the year. In Europe, the dollar reached record lows in December. On one hand, this boosted U.S. corporate profits but on the other, cast a long shadow on the attractiveness of U.S. assets for Euro-based investors. European markets, as a whole, enjoyed robust returns in the quarter. The MSCI Europe ex-U.K. Index increased by 22%, spurred by the recovery in banking and insurance stocks. The European Central Bank lowered its benchmark rate in the middle of the year to 2%, even as Germany and France flaunted European Union rules on budget-deficit limits. (The German and French governments spent more and trimmed taxes in an effort to reinvigorate output.) British equities, as measured by the MSCI U.K. Index, increased by 18% as the economy posted a 0.8% expansion in the third quarter, following 0.6% growth in the previous quarter. That made it likely the economy would grow by 2.1% for the full year. Business and financial services primarily drove the growth. The Pacific region's stock markets tired somewhat in the fourth quarter, following resurgent gains earlier in the year (as the strength of the Chinese economy boosted demand for materials and industrial and consumer goods in the region). Exports to the recovering U.S. and European markets were also buoyant. The Japanese economy was much more robust by the year-end as growth expectations rose significantly, although recovery was impacted by U.S. dollar weakness, which worsened as the year progressed. Portfolio Review Our recent performance has not been consistent with our long term track record. This divergence in performance is not a result of a change to our investment process or the personnel that comprise the asset management team responsible for the investment of the portfolio. There are three key influences on our under performance; (1) there has been a rotation out of defensive stocks into cyclicals / recovery plays, (2) large cap stocks have underperformed the broader market and (3) we have been negatively impacted by the weakness of the U.S. dollar. Sector Rotation - The under performance of the portfolio has coincided with the rebound in stock markets. Our investment style is characterized by a research-driven bottom-up stock selection process and a value discipline. Our stock selection process focuses on established companies with stable durable business models. Financial strength, proven management and companies that possess global franchises are key factors in our stock research. Price valuation ultimately determines which of these stocks are purchased, as we seek to find companies that are undervalued relative to their intrinsic value and/or growth potential. Companies in our 'universe' have generally been ignored by the market during the recent rally. The rebound in the markets has been characterized by strong performance from technology and economically sensitive cyclical stocks and, in general, a demand for 'beta' or 'recovery' stocks, often of lower quality and with little regard for valuations. Overall we believe that cyclical or 'recovery' valuations are too high and there is a disconnect between these valuations and the expected rebound in earnings. In our view, it is difficult to justify these ratings in an environment of low inflation and a general lack of pricing power. While we do expect that the economic recovery which is underway will continue, we do not believe that it will be as strong or as sustained as the valuations in some sectors of the market imply, therefore we have been reluctant to chase those areas that have been at the forefront of the rally. We have maintained positions in what we feel are quality stocks and as a result the Fund's over exposure to the food producers and pharmaceutical sectors and it's under exposure to the technology and cyclical sectors has remained. This has had a decidedly negative impact on our return relative to the benchmark, accounting for almost all of our under performance. The Performance of Large versus Small Capitalization Stocks - The performance of large versus small capitalization has been a notable feature of European stock markets over the past twelve months. The Fund's portfolio is biased towards large capitalization companies and the strong performance of the lower bands of capitalization has negatively impacted relative performance over this period. It is a core element of our style that we balance the concentrated nature of our portfolios with the stability and liquidity offered by large companies. The weakness of the U.S Dollar, the rotation towards cyclicals and rebounding technology, media and communications stocks have played a part in this large cap under performance. However we do not believe that there has been any type of secular shift that would cause small or mid-cap companies to outperform their large cap counterparts indefinitely. U.S Dollar Weakness - Given the bias towards multinational companies in our Fund, our larger holdings tend to have significant U.S dollar exposure. The dramatic fall in the U.S currency over the past year has had a significant negative effect on the share prices of such companies. However, we feel that in many instances this negative effect is both short term and over- - -- 20 done. Nestle, our second largest holding in the Fund, is a good example of this. While Nestle is just one stock within the Fund, it is fair to say that the overall portfolio is exposed to the short-term impact of major currency moves. The weighted average percentage of sales in U.S. dollar for our Fund is approximately 30%, while for the MSCI EAFE Index it is approximately 18%. We also recognise that individual stocks have contributed to our under performance. Examples include Ahold, the Dutch supermarket chain and financial stocks, such as AXA and Swiss Re. The principal negative influences, however, have been the large capitalised defensive stocks, many of which have been suffering from the factors outlined above. Outlook We have been encouraged by the improvements in the major world economies in recent months. Earnings reports from companies have tended to come in ahead of expectations and we are seeing analysts increase their expectations for profits growth into 2004. We do believe, however, that the 'recovery play' companies which have led the market higher this year will not be the ones to provide leadership going forward. We feel that their valuations are stretched and are too optimistic in respect of the improvements they are discounting. PERFORMANCE Returns for the year ended December 31, 2003 were: Institutional Class 28.79% Premier Class 28.56 Retail Class 28.22 MSCI EAFE (net) 38.59 Lipper International Funds Average 34.73 [THE FOLLOWING DATA WAS REPRESENTED AS A LINE CHART IN THE PRINTED MATERIAL] GROWTH OF A HYPOTHETICAL $10,000 INVESTMENT (Unaudited) 1/24/00 -- 12/31/03 - ---------------------------------------------------------------- AVERAGE ANNUAL RETURNS 1-Year Life of Fund Inception Date Institutional Class 28.79% -5.24% 1/24/00 - ---------------------------------------------------------------- Institutional Class MSCI EAFE Index - net 1/24/00 10000 10000 12/31/00 9616 8985 12/31/01 7707 7058 12/31/02 6281 5933 12/31/03 8090 8222 International Blend/Bank of Ireland Fund (the "Fund") performance figures are historical and reflect reinvestment of all dividends. The investment return and principal value for each class will fluctuate so that an investor's shares when sold may be worth more or less than their original cost. Past performance does not predict future performance and the returns shown in the graph and table do not reflect the deduction of taxes that a shareholder would pay on fund distributions and the redemption of fund shares. The return for each class has been compared with the total return performance of the MSCI EAFE Index (net of taxes). This index is a group of unmanaged securities widely regarded by investors to be representative of the international stock market in general. An investment cannot be made in either index. Index results do not reflect brokerage charges or other investment expenses. -- 21 TimesSquare Core Plus Bond Fund DECEMBER 31, 2003 - -------------------------------------------------------------------------------- FUND SUMMARY - -------------------------------------------------------------------------------- OBJECTIVE AND STRATEGY Seeks a high level of total return by investing principally in fixed income securities. FUND INCEPTION DATE 12/31/1999 - Institutional Class 01/21/2000 - Premier and Retail Classes TOTAL NET ASSETS $46.1 million NUMBER OF SECURITIES IN THE PORTFOLIO 210 INVESTMENT MANAGER TimesSquare Capital Management, Inc. - -------------------------------------------------------------------------------- FUND PROFILE DECEMBER 31, 2003 (Unaudited) - -------------------------------------------------------------------------------- Ten Largest Positions % of Net Assets - ---------------------------------------------------- Freddie Mac 19.5% - ---------------------------------------------------- Fannie Mae 16.3 - ---------------------------------------------------- U.S. Treasury 13.1 - ---------------------------------------------------- Ginnie Mae 2.5 - ---------------------------------------------------- Time Warner, Inc. 1.4 - ---------------------------------------------------- Sovereign Bancorp. 1.4 - ---------------------------------------------------- France Telecom SA 1.2 - ---------------------------------------------------- Ford Motor Co. 1.2 - ---------------------------------------------------- Quebec (Province of Canada) 1.1 - ---------------------------------------------------- Citigroup 1.1 - ---------------------------------------------------- Ten Largest Sectors % of Net Assets - ---------------------------------------------------- U.S. Government & Agencies 52.0% - ---------------------------------------------------- Financial 14.7 - ---------------------------------------------------- Communications & Media 10.8 - ---------------------------------------------------- Consumer & Retail 3.7 - ---------------------------------------------------- Utilities 3.0 - ---------------------------------------------------- Foreign Government 2.3 - ---------------------------------------------------- Transportation 2.1 - ---------------------------------------------------- Industrial 2.0 - ---------------------------------------------------- Oil & Gas 1.8 - ---------------------------------------------------- Insurance 1.4 - ---------------------------------------------------- Fund Composition % of Net Assets - ---------------------------------------------------- Bonds 93% - ---------------------------------------------------- Preferred stock 3 - ---------------------------------------------------- Short-term investments 3 - ---------------------------------------------------- Cash and Other Assets Less Liabilities 1 - ---------------------------------------------------- MANAGEMENT'S DISCUSSION OF FUND PERFORMANCE Market Summary During the first six months of 2003, the total return on the S&P 500(R) Index was 11.77%, compared with a total return of 3.93% for the Lehman Brothers Aggregate Bond Index (the "Index") and a 7.32% total return on investment-grade corporate bonds (Lehman Brothers U.S. Credit Index). The Fund's Institutional Class returned 6.12% during this period. Within the global fixed income markets, emerging market debt (J.P. Morgan Emerging Market Bonds Plus Index) and high-yield corporate bonds (Lehman Brothers High Yield Bond Index) produced the best total returns by far for the first six months, with total returns from each market in excess of 18%. At the beginning of May, the Federal Reserve (Fed) and Chairman Greenspan announced that any necessary action would be taken to combat deflationary pressures. Bond holders took this as a sign that the Fed would keep short-term rates low. The 10-year Treasury yield plunged to an inter-generational low of 3.13% on June 13, the lowest level since June 1958, before recovering to end the second quarter at 3.53%. In the third quarter, fixed income markets notched their first quarterly decline since the fourth quarter of 1999, returning -0.15%, as represented by the Index. The Fund's Institutional Class returned 0.54% for the same period. A combination of concerns about the impact of an economic recovery on interest rates, the lack of demand for relatively low-yielding Treasuries, and the strength of the equity markets resulted in a sharp rise in yields at the beginning of the quarter, before they drifted lower in August and September. In the fourth quarter, fixed income markets edged back into positive territory, posting a 0.32% total return for the Index, as spread narrowing offset a modest overall rise in bond yields. This compared with a 0.91% return for the Fund's Institutional Class during the same period. For the full year, the Index returned 4.10% to lag the S&P 500(R) Index (+28.68%), the first time in three years. The Fund's performance throughout the year benefited from strong security selection in investment-grade corporate bonds and MBS. In addition, our overweight allocation to investment-grade corporate bonds, where spreads tightened approximately 80 basis points for the year, and our allocation decisions relative to high yield and MBS also contributed to the Fund's positive results. Outlook With economic fundamentals gradually improving and signs for a sustainable recovery encouraging, Treasury yields are likely to trend upward. We also expect the supply of Treasuries to increase substantially as we embark on an era of increased - -- 22 government cost vis-a-vis areas such as defense and security enforcement, corporate regulations, and immigration. Thus, we believe the credit quality of U.S. Government securities will be slightly diminished relative to corporate bonds. Improving corporate profitability and balance sheet repair, along with a better economic environment and investors' increasingly positive appetite for risk, is the backdrop in the investment-grade credit market. Our current outlook calls for additional positive excess returns, but at a more moderate pace than the record set in 2003. Prudent industry and security selection will remain paramount. High yield continued its strong recovery during the year and the default rate has trended downward. We currently believe the relative value of this sector has diminished. High yield performance in 2004 will be more dependent on individual security selection. In the MBS sector, it appears the prepayment wave has crested, volatility is stabilizing, and the supply of government sponsored entity securities is expected to be reduced. With short-term interest rates still very low, the positive carry of mortgages (borrowing at low-term rates to buy longer-term instruments that yield more) are still appealing, especially to banks. PERFORMANCE Returns for the year ended December 31, 2003 were: Institutional Class 7.66% Premier Class 7.31 Retail Class 7.20 Lehman Brothers Aggregate Bond Index 4.10 Lipper Corporate Debt Funds - 'A' Rated Average 5.03 [THE FOLLOWING DATA WAS REPRESENTED AS A LINE CHART IN THE PRINTED MATERIAL] GROWTH OF A HYPOTHETICAL $10,000 INVESTMENT (Unaudited) 12/31/99 -- 12/31/03 - ---------------------------------------------------------------- AVERAGE ANNUAL RETURNS 1-Year Life of Fund Inception Date Institutional Class 7.66% 8.82% 12/31/99 - ---------------------------------------------------------------- Institutional Class Lehman Brothers Aggregate Bond Index 12/31/99 10000 10000 12/31/00 10993 11163 12/31/01 11960 12105 12/31/02 13024 13346 12/31/03 14022 13894 TimesSquare Core Plus Bond Fund (the "Fund") performance figures are historical and reflect reinvestment of all dividends. The investment return and principal value for each class will fluctuate so that an investor's shares when sold may be worth more or less than their original cost. Past performance does not predict future performance and the returns shown in the graph and table do not reflect the deduction of taxes that a shareholder would pay on fund distributions and the redemption of fund shares. The return for each class has been compared with the total return performance of the Lehman Brothers Aggregate Bond Index. This index is a group of unmanaged securities widely regarded by investors to be representative of the bond market in general. An investment cannot be made in the index. Index results do not reflect brokerage charges or other investment expenses. -- 23 Balanced Fund (sub-advised by Wellington Management) INVESTMENTS IN SECURITIES December 31, 2003 PRINCIPAL VALUE (000) (000) - --------------------------------------------------------------------------- BONDS-32.0% AEROSPACE/DEFENSE-0.1% Raytheon Co., 6.50%, 2005 $10 $ 11 ------ AUTO & TRUCK-0.3% Ford Motor Co., 6.50%, 2018 45 44 ------ BASIC MATERIALS-0.1% Alcan, Inc., 6.13%, 2033 10 10 Alcoa, Inc., 6.50%, 2011 10 11 ------ 21 ------ COMMUNICATIONS & MEDIA-2.0% Alltel Corp., 7.00%, 2012 10 11 AT&T Corp., 8.00%, 2031 20 23 AT&T Wireless Services, Inc., 8.75%, 2031 15 19 British Telecommunications PLC, 8.38% (coupon change based on rating), 2010 25 30 Cingular Wireless LLC, 7.13%, 2031 20 22 Clear Channel Communications, Inc., 7.65%, 2010 10 12 Cox Communications, Inc., 7.50%, 2004 40 41 Deutsche Telekom International Finance BV, 8.25% (coupon change based on rating), 2030 10 13 France Telecom SA, 9.00% (coupon change based on rating), 2011 15 18 InterActiveCorp., 7.00%, 2013 5 6 Liberty Media Corp., 7.75%, 2009 15 17 Southwestern Bell Telephone Co., 6.63%, 2007 50 56 TCI Communications, Inc., 8.75%, 2015 10 13 7.13%, 2028 10 11 Time Warner, Inc., 7.25%, 2017 25 29 Vodafone Group PLC, 7.75%, 2010 10 12 ------ 333 ------ CONSUMER PRODUCTS-0.2% Altria Group, Inc., 7.00%, 2013 5 5 Centex Corp., 7.5%, 2012 10 12 International Game Technology, 8.38%, 2009 5 6 Pulte Homes, Inc., 8.13%, 2011 10 12 ------ 35 ------ FINANCIAL-7.2% American Express Credit Corp., 7.20%, 2007 50 53 Associates Corp. of North America, 6.63%, 2005 65 70 Bank of America Corp., 5.88%, 2009 50 55 Bank One Corp., 6.50%, 2006 25 27 Boeing Capital Corp., 6.5%, 2012 10 11 Citibank Credit Card Issuance Trust, 2.5%, 2008 50 50 PRINCIPAL VALUE (000) (000) - --------------------------------------------------------------------------- FINANCIAL continued CIT Group Holdings, 7.63%, 2005 $ 5 $ 5 Deere (John) Capital Corp., 7.00%, 2012 10 12 First Union National Bank, 6.18%, 2036 10 11 Fleet Credit Card Master Trust, 2.40%, 2008 50 50 General Electric Capital Corp., 6.13%, 2011 20 22 General Motors Acceptance Corp., 7.75%, 2010 25 28 Goldman Sachs Group, Inc., 7.63%, 2005 50 55 Household Finance Corp., 5.88%, 2009 25 27 International Lease Financing Co., 5.75%, 2006 50 54 LB-UBS Commercial Mtg. Trust, 6.13%, 2030 00 110 MBNA Credit Card Master Note Trust, 5.75%, 2008 50 54 Mercantile Bancorporation, Inc., 7.30%, 2007 10 11 Morgan (J.P.) Chase & Co., 7.00%, 2009 10 12 Morgan Stanley, 7.75%, 2005 50 54 6.39%, 2033 00 111 National Australia Bank Ltd., 8.60%, 2010 50 62 Nomura Asset Securities Corp., 6.59%, 2030 00 112 Pemex Project Funding Master Trust, 8.63%, 2022 40 44 Popular North America, Inc., 4.25%, 2008 10 10 Wells Fargo & Co., 6.63%, 2004 75 77 ------ 1,187 ------ FOOD & BEVERAGES-0.5% ConAgra Foods, Inc., 6.75%, 2011 30 34 General Mills, Inc., 6.00%, 2012 5 5 Kraft Foods, Inc., 4.63%, 2006 5 5 PepsiCo, Inc., 5.75%, 2008 25 27 Tyson Foods, Inc., 8.25%, 2011 10 12 ------ 83 ------ FOREST PRODUCTS/PAPER-0.1% Temple-Inland, Inc., 7.88%, 2012 10 12 Westvaco Corp., 8.20%, 2030 5 6 ------ 18 ------ INSURANCE-0.6% Berkley (WR) Corp., 5.88%, 2013 10 10 Jackson National Life Global Funding, 6.13%, 2012 (144A security acquired May 2003 for $11) (b) 10 11 Liberty Mutual Insurance Co., 7.70%, 2097 (144A security acquired Nov. 2001 for $23) (b) 30 27 Marsh & McLennan Cos., Inc., 5.88%, 2033 10 10 Nationwide Financial Services, Inc., 6.25%, 2011 20 21 Torchmark Corp., 6.25%, 2006 10 11 XL Capital Europe PLC, 6.5%, 2012 10 11 ------ 101 ------ - -- 24 The Notes to Financial Statements are an integral part of these statements. - -- 24 Balanced Fund (sub-advised by Wellington Management) INVESTMENTS IN SECURITIES continued December 31, 2003 PRINCIPAL VALUE (000) (000) - --------------------------------------------------------------------------- OIL & GAS-1.1% Atlantic Richfield Co., 5.90%, 2009 $ 25 $ 28 Burlington Resources Finance Co., 5.70%, 2007 20 22 Conoco, Inc., 6.95%, 2029 20 23 Devon Energy Corp., 7.95%, 2032 15 18 Kinder Morgan Energy Partners LP, 7.13%, 2012 20 23 Kinder Morgan, Inc., 6.50%, 2012 10 11 Schlumberger Technology Corp., 6.50%, 2012 (144A security acquired April 2002 for $30) (b) 30 33 Transocean, Inc., 6.63%, 2011 10 11 Valero Energy Corp., 7.50%, 2032 10 11 ----- 180 ----- PHARMACEUTICAL-0.1% Schering-Plough Corp., 5.3%, 2013 10 10 Wyeth, 6.25%, 2006 5 5 ----- 15 ----- REAL ESTATE-0.0% Liberty Property LP, 8.50%, 2010 5 6 ----- REIT-0.0% Health Care Property Investors, Inc., 6.00%, 2015 5 5 ----- RETAIL-0.8% Lowes Companies, Inc., 6.50%, 2029 25 27 Target Corp., 7.50%, 2005 20 21 Wal-Mart Stores, Inc., 6.55%, 2004 75 77 ----- 125 ----- TRANSPORTATION-0.5% American Airlines, Inc., 3.86%, 2010 5 5 Continental Airlines, Inc., 6.90%, 2018 25 25 Delta Air Lines, Inc., 6.72%, 2024 47 50 ----- 80 ----- U.S. GOVERNMENT AGENCY OBLIGATIONS (c)-14.5% Freddie Mac, 7.00%, 2005 40 43 5.25%, 2006 50 53 6.50%, 2009 64 68 5.63%, 2011 65 71 Fannie Mae, 7.13%, 2010 35 41 7.25%, 2010 150 177 5.38%, 2011 25 27 6.09%, 2011 98 106 PRINCIPAL VALUE (000) (000) - ---------------------------------------------------------------------------- U.S. GOVERNMENT AGENCY OBLIGATIONS continued 6.05%, 2012 $ 49 $ 54 6.11%, 2012 49 54 5.50%, 2017 94 97 5.00%, 2018 191 195 5.00%, 2033 100 99 Ginnie Mae, 8.25%, 2006 13 13 8.25%, 2008 26 28 7.50%, 2023 62 67 7.00%, 2026 145 155 7.00%, 2027 95 102 6.00%, 2028 21 22 6.50%, 2028 118 124 7.00%, 2028 106 113 6.00%, 2029 161 168 7.50%, 2030 3 3 8.00%, 2031 19 21 6.00%, 2032 142 147 5.00%, 2033 289 287 6.00%, 2033 67 70 ------ 2,405 ------ U.S. TREASURY OBLIGATIONS-3.2% U.S. Treasury Bonds, 7.50%, 2016 40 51 8.88%, 2017 20 28 8.13%, 2019 90 122 8.88%, 2019 79 113 7.88%, 2021 35 47 6.25%, 2023 110 125 7.63%, 2025 15 20 Principal Strip, 6.88%, 2025 100 30 ------ 536 ------ UTILITIES-0.7% Alabama Power Co., 5.88%, 2022 10 10 Dominion Resources, Inc., 8.13%, 2010 20 24 Duke Energy Corp., 6.25%, 2012 10 11 Oncor Electric Delivery Co., 6.38%, 2012 15 16 Progress Energy, Inc., 7.10%, 2011 25 28 PSEG Power LLC, 6.95%, 2012 10 11 Wisconsin Electric Power Co., 5.63%, 2033 10 10 ------ 110 ------ TOTAL BONDS (Cost $5,105) 5,295 ------ -- The Notes to Financial Statements are an integral part of these statements. 25 Balanced Fund (sub-advised by Wellington Management) INVESTMENTS IN SECURITIES continued December 31, 2003 NUMBER OF VALUE SHARES (000) - --------------------------------------------------------------------------- COMMON STOCKS-65.2% AUTO & TRUCK-1.1% General Motors Corp. 3,400 $ 182 ------ BASIC MATERIALS-3.3% Alcoa, Inc. 8,500 323 du Pont (E.I.) de Nemours & Co. 5,000 229 ------ 552 ------ COMMUNICATIONS & MEDIA-7.2% BellSouth Corp. 5,000 141 Comcast Corp. (a) 8,000 250 Gannett Co., Inc. 1,200 107 Nokia Corp. 9,300 158 SBC Communications, Inc. 6,000 156 Time Warner, Inc. (a) 12,900 232 Verizon Communications, Inc. 4,264 150 ------ 1,194 ------ COMPUTERS-2.6% Hewlett-Packard Co. 8,300 191 International Business Machines 2,600 241 ------ 432 ------ COSMETICS/PERSONAL CARE-0.8% Kimberly-Clark Corp. 2,300 136 ------ DIVERSIFIED MANUFACTURING-2.3% Illinois Tool Works, Inc. 1,600 134 Tyco International Ltd. 9,200 244 ------ 378 ------ ENVIRONMENTAL SERVICES-1.1% Republic Services, Inc. 7,000 179 ------ FINANCIAL-13.2% Bank of America Corp. 3,400 273 Bank One Corp. 3,000 137 Citigroup, Inc. 11,040 536 Fannie Mae 2,000 150 Goldman Sachs Group, Inc. 1,800 178 Morgan Stanley 3,600 208 National City Corp. 7,500 254 PNC Financial Services Group, Inc. 2,100 115 Washington Mutual, Inc. 4,100 164 Wells Fargo & Co. 3,000 177 ------ 2,192 ------ NUMBER OF VALUE SHARES (000) - --------------------------------------------------------------------------- FOOD & BEVERAGES-1.9% Coca-Cola Enterprises, Inc. 3,800 $ 83 Kellogg Co. 3,400 129 PepsiCo, Inc. 2,200 103 ------ 315 ------ FOREST PRODUCTS/PAPER-1.5% Weyerhaeuser Co. 3,900 250 ------ HEALTH CARE-2.5% Bard (C.R.), Inc. 1,400 114 Baxter International, Inc. 5,600 171 Beckman Coulter, Inc. 2,500 127 ------ 412 ------ INSURANCE-3.6% Chubb Corp. 1,400 95 Hartford (The) Financial Services Group, Inc. 2,900 171 Marsh & McLennan Co's., Inc. 2,000 96 St. Paul Companies, Inc. 2,800 111 StanCorp Financial Group, Inc. 2,000 126 ------ 599 ------ MACHINERY-2.5% Caterpillar, Inc. 3,700 307 Rockwell Automation, Inc. 3,000 107 ------ 414 ------ OIL & GAS-8.0% ConocoPhilips 1,200 79 ChevronTexaco Corp. 2,900 251 Exxon Mobil Corp. 13,600 558 GlobalSantaFe Corp. 5,100 127 National Fuel Gas Co. 3,400 83 Shell Transport & Trading Co. PLC 4,800 216 ------ 1,314 ------ PHARMACEUTICAL-2.2% Pfizer, Inc. 10,300 364 ------ REIT-0.1% Archstone Smith Trust 700 20 ------ RETAIL-3.4% Autonation, Inc. (a) 1,900 35 CVS Corp. 5,100 184 Dollar General Corp. 5,600 118 McDonald's Corp. 4,200 104 Nike, Inc. 1,700 116 ------ 557 ------ - -- 26 The Notes to Financial Statements are an integral part of these statements. Balanced Fund (sub-advised by Wellington Management) INVESTMENTS IN SECURITIES continued December 31, 2003 NUMBER OF VALUE SHARES (000) - --------------------------------------------------------------------------- COMMON STOCKS continued TECHNOLOGY-2.0% Applied Materials, Inc. (a) 7,300 $ 164 Teradyne, Inc. (a) 6,500 165 ------ 329 ------ TRANSPORTATION-1.3% CSX Corp. 3,300 119 Southwest Airlines Co. 6,100 98 ------ 217 ------ UTILITIES-4.6% Dominion Resources, Inc. 1,850 118 Emerson Electric Co. 1,800 116 Exelon Corp. 3,100 206 PPL Corp. 1,900 83 Progress Energy, Inc. 2,800 127 SCANA Corp. 3,300 113 ------ 763 ------ TOTAL COMMON STOCKS (Cost $9,216) 10,799 ------ SHORT-TERM OBLIGATION-3.5% MONEY MARKET FUND-2.6% CIGNA Funds Group - Money Market Fund (d) 429,668 430 ------ PRINCIPAL VALUE (000) (000) - --------------------------------------------------------------------------- U.S. GOVERNMENT-0.9% U.S. Treasury Bills, 0.01%, 2/12/04 $150 $ 150 ------- TOTAL SHORT-TERM OBLIGATIONS (Cost $580) 580 ------- TOTAL INVESTMENTS IN SECURITIES-100.7% (Total Cost $14,901) (e) 16,674 Liabilities in excess of Cash and Other Assets - (0.7%) (109) ------- NET ASSETS-100.0% $16,565 ======= NOTES TO INVESTMENTS IN SECURITIES (a) Non-income producing security. (b) Indicates restricted security; the aggregate value of restricted securities is $71,072 (aggregate cost $64,576), which is approximately 0.4% of net assets. Valuations have been furnished by brokers trading in the securities or a pricing service for all restricted securities. (c) Agency obligations are not guaranteed by the U.S. Government. (d) TimesSquare Capital Management, Inc., the fund's Investment Adviser, is also the Adviser to the CIGNA Funds Group - Money Market Fund. Tax Information (e) At December 31, 2003, the net unrealized appreciation of investments, based on cost for federal income tax purposes of $14,921,101, was as follows: Aggregate gross unrealized appreciation for all investments in which there was an excess of value over tax cost $1,847,173 Aggregate gross unrealized depreciation for all investments in which there was an excess of tax cost over value (94,278) ---------- Unrealized appreciation - net $1,752,895 ========== (f) As of December 31, 2003, the components of distributable earnings (excluding unrealized appreciation/ (depreciation) disclosed above) on a tax basis consisted of the following: Undistributed ordinary income $ 13,281 Capital loss carryforward: expiring 2009 $ 826,204 expiring 2010 745,096 expiring 2011 347,043 ---------- $1,918,343 ========== -- The Notes to Financial Statements are an integral part of these statements. 27 Large Cap Growth/Morgan Stanley Fund INVESTMENTS IN SECURITIES December 31, 2003 NUMBER OF VALUE SHARES (000) - -------------------------------------------------------------------------------- COMMON STOCKS-98.3% AGRICULTURE-0.6% Altria Group, Inc. 1,600 $ 87 ------ BANKS-2.3% Bank (The) of New York, Inc. 4,075 135 Wells Fargo & Co. 3,350 197 ------ 332 ------ BIOTECHNOLOGY-2.7% Amgen, Inc. (a) 4,821 298 Biogen Idec, Inc. (a) 700 26 Genzyme Corp. (a) 1,200 59 ------ 383 ------ COMMERCIAL TECHNOLOGY SERVICES-2.1% Accenture Ltd., Class A (a) 5,350 141 Apollo Group, Inc., Class A (a) 1,500 102 Paychex, Inc. 1,400 52 ------ 295 ------ COMPUTERS & PERIPHERALS-4.0% Dell, Inc. (a) 6,225 211 EMC Corp. (a) 4,675 60 International Business Machines Corp. 1,675 155 Network Appliance, Inc. (a) 4,700 97 SanDisk Corp. (a) 800 49 ------ 572 ------ COSMETICS/PERSONAL CARE-2.5% Colgate-Palmolive Co. 1,850 93 Procter & Gamble Co. 2,575 257 ------ 350 ------ ELECTRICAL COMPONENTS & EQUIPMENT-0.8% Emerson Electric Co. 1,700 110 ------ ELECTRONICS-0.4% Amphenol Corp. (a) 800 51 ------ FINANCIAL-8.5% American Express Co. 3,950 191 Citigroup, Inc. 10,641 517 Goldman Sachs Group, Inc. 2,775 274 Lehman Brothers Holdings, Inc. 1,900 147 Schwab (The) Charles Corp. 6,400 76 ------ 1,205 ------ NUMBER OF VALUE SHARES (000) - -------------------------------------------------------------------------------- FOOD & BEVERAGES-3.6% Anheuser-Bush Companies, Inc. 2,000 $ 105 Coca-Cola (The) Co. 5,500 279 PepsiCo, Inc. 2,685 125 ------ 509 ------ HEALTH CARE-6.6% Anthem, Inc. (a) 1,800 135 Boston Scientific Corp. (a) 3,100 114 Guidant Corp. 1,200 72 INAMED Corp. (a) 703 34 Johnson & Johnson 5,700 295 Medtronic, Inc. 1,525 74 St. Jude Medical, Inc. (a) 1,175 72 UnitedHealth Group, Inc. 2,550 148 ------ 944 ------ INSURANCE-2.9% American International Group, Inc. 6,300 418 ------ INTERNET-4.3% eBay, Inc. (a) 4,700 304 InterActive Corp. (a) 4,700 160 Yahoo!, Inc. (a) 3,300 149 ------ 613 ------ LEISURE TIME-0.7% Carnival Corp. 2,400 95 ------ MANUFACTURING-7.4% General Electric Co. 24,600 762 3M Co. 3,450 293 ------ 1,055 ------ MEDIA-4.2% Clear Channel Communications, Inc. 3,300 155 EchoStar Communications Corp., Class A (a) 3,200 109 News Corp. Ltd. 1,900 58 Univision Communications, Inc., Class A (a) 2,387 95 Viacom, Inc., Class B 4,150 184 ------ 601 ------ OIL & GAS-1.8% Exxon Mobil Corp. 3,300 135 Smith International, Inc. (a) 2,950 122 ------ 257 ------ - -- 28 The Notes to Financial Statements are an integral part of these statements. Large Cap Growth/Morgan Stanley Fund INVESTMENTS IN SECURITIES continued December 31, 2003 NUMBER OF VALUE SHARES (000) - -------------------------------------------------------------------------------- COMMON STOCKS continued PHARMACEUTICALS-8.4% Abbott Laboratories 2,775 $ 129 Allergan, Inc. 475 37 Bristol-Myers Squibb Co. 1,800 51 Caremark Rx, Inc. (a) 2,300 58 Gilead Sciences, Inc. (a) 825 48 Lilly (Eli) and Co. 1,300 91 Merck & Co., Inc. 1,400 65 Pfizer, Inc. 19,169 677 Wyeth 955 41 ------ 1,197 ------ RETAIL-10.5% Abercrombie & Fitch Co., Class A (a) 1,900 47 Bed Bath & Beyond, Inc. (a) 2,000 87 Chico's FAS, Inc. (a) 1,541 57 Dollar Tree Stores, Inc. (a) 4,510 136 Home Depot, Inc. 6,790 241 Lowe's Companies, Inc. 1,375 76 McDonald's Corp. 3,500 87 TJX (The) Companies, Inc. 2,325 51 Target Corp. 5,641 217 Tiffany & Co. 1,745 79 Wal-Mart Stores, Inc. 5,975 317 Walgreen Co. 1,018 37 Yum! Brands, Inc. (a) 1,720 59 ------ 1,491 ------ SEMICONDUCTORS-9.4% Analog Devices, Inc. 4,500 205 Applied Materials, Inc. (a) 5,800 130 Broadcom Corp., Class A (a) 1,200 41 Intel Corp. 13,900 448 Linear Technology Corp. 3,225 136 Marvel Technology Group Ltd. (a) 2,400 91 Maxim Integrated Products, Inc. 1,000 50 Novellus Systems, Inc. (a) 1,250 53 Texas Instruments, Inc. 4,775 140 Xilinx, Inc. (a) 900 35 ------ 1,329 ------ SOFTWARE-10.3% First Data Corp. 2,225 91 Mercury Interactive Corp. (a) 2,900 141 Microsoft Corp. 29,900 823 Novell, Inc. (a) 9,200 97 Oracle Corp. (a) 10,475 138 NUMBER OF VALUE SHARES (000) - -------------------------------------------------------------------------------- SOFTWARE continued Peoplesoft, Inc. (a) 3,000 $ 68 Veritas Software Corp. (a) 2,650 98 -------- 1,456 -------- TELECOMMUNICATIONS-3.6% Cisco Systems, Inc. (a) 15,750 383 Juniper Networks, Inc. (a) 1,900 35 Qualcomm, Inc. 1,850 100 -------- 518 -------- TRANSPORTATION-0.7% United Parcel Service, Inc. Class B 1,400 104 -------- TOTAL COMMON STOCKS (Cost $12,286) 13,972 -------- SHORT-TERM OBLIGATION-1.2% MONEY MARKET FUND CIGNA Funds Group - Money Market Fund (Cost $167) (b) 167,423 167 -------- TOTAL INVESTMENTS IN SECURITIES-99.5% (Total Cost $12,453) (c) 14,139 Cash and Other Assets, Less Liabilities - 0.5% 76 -------- NET ASSETS-100.0% $ 14,215 ======== NOTES TO INVESTMENTS IN SECURITIES (a) Non-income producing security. (b) TimesSquare Capital Management, Inc., the fund's Investment Adviser, is also the Adviser to the CIGNA Funds Group - Money Market Fund. Tax Information (c) At December 31, 2003, the net unrealized appreciation of investments, based on cost for federal income tax purposes of $13,163,313, was as follows: Aggregate gross unrealized appreciation for all investments in which there was an excess of value over tax cost $1,141,425 Aggregate gross unrealized depreciation for all investments in which there was an excess of tax cost over value (165,690) ---------- Unrealized appreciation - net $ 975,735 ========== (d) As of December 31, 2003, the components of distributable earnings (excluding unrealized appreciation/ (depreciation) disclosed above) on a tax basis consisted of the following: Undistributed ordinary income $ 50 Capital loss carryforward: expiring 2008 $ 387,542 expiring 2009 1,807,002 expiring 2010 2,322,387 expiring 2011 266,395 ---------- $4,783,326 ========== -- The Notes to Financial Statements are an integral part of these statements. 29 Large Cap Value/John A. Levin & Co. Fund INVESTMENTS IN SECURITIES December 31, 2003 NUMBER OF VALUE SHARES (000) - -------------------------------------------------------------------------------- COMMON STOCKS-97.9% AEROSPACE & DEFENSE-4.3% Lockheed Martin Corp. 11,400 $ 586 Northrop Grumman Corp. 5,100 488 ------ 1,074 ------ AUTO PARTS & EQUIPMENT-0.8% Delphi Corp. 19,700 201 ------ BANKS-11.9% Bank of America Corp. 8,300 668 Bank (The) of New York, Inc. 22,600 749 FleetBoston Financial Corp. 8,100 354 PNC Financial Services Group, Inc. 6,300 345 US Bancorp 16,891 503 Wells Fargo & Co. 5,700 336 ------ 2,955 ------ CHEMICALS-1.9% Dow (The) Chemical Co. 5,400 225 du Pont (E.I.) de Nemours & Co. 5,500 252 ------ 477 ------ COMMERCIAL TECHNOLOGY SERVICES-2.2% Accenture Ltd., Class A (a) 20,800 547 ------ COMPUTERS-2.4% Hewlett-Packard Co. 7,700 177 International Business Machines Corp. 4,400 408 ------ 585 ------ COSMETICS/PERSONAL CARE-1.9% Procter & Gamble Co. 4,700 469 ------ ELECTRIC-3.7% DTE Energy Co. 2,900 114 Entergy Corp. 5,900 337 FirstEngery Corp. 5,500 194 FPL Group, Inc. 4,300 281 ------ 926 ------ ELECTRONICS-2.9% Koninklijke (Royal) Philips Electronics Corp. ADR 16,496 480 Thermo Electron Corp. (a) 9,600 242 ------ 722 ------ FINANCIAL-4.5% Citigroup, Inc. 14,400 699 Freddie Mac 2,600 152 Morgan Stanley 4,700 272 ------ 1,123 ------ NUMBER OF VALUE SHARES (000) - -------------------------------------------------------------------------------- FOOD & BEVERAGES-4.4% Anheuser-Busch Companies, Inc. 2,200 $ 116 Diageo PLC 3,800 201 PepsiCo., Inc. 6,800 317 Sara Lee Corp. 21,700 471 ------ 1,105 ------ HEALTH CARE-3.7% HCA, Inc. 7,400 318 Johnson & Johnson 8,700 449 Oxford Health Plans, Inc. 3,600 157 ------ 924 ------ HOUSEWARES-0.7% Newell Rubbermaid, Inc. 7,600 173 ------ INSURANCE-5.6% American International Group, Inc. 7,400 490 Aon Corp. 9,100 218 Hancock (John) Financial Services, Inc. 6,900 259 XL Capital Ltd., Class A 5,300 411 ------ 1,378 ------ LEISURE TIME-0.0% Orbitz, Inc., Class A (a) 208 5 ------ MANUFACTURING-9.6% Coopers Industries Ltd., (Class A) 4,500 261 Eastman Kodak Co. 8,100 208 General Electric Co. 20,500 635 Honeywell International, Inc. 6,900 231 Ingersoll-Rand Co., Class A 2,000 136 Textron, Inc. 6,700 382 Tyco International Ltd. 19,600 519 ------ 2,372 ------ MEDIA-7.5% Hughes Electronics Corp. (a) 11,807 195 Liberty Media Corp., Class A (a) 20,800 247 News Corp. Ltd. 18,698 566 Time Warner, Inc. (a) 20,700 372 Tribune Co. 9,500 490 ------ 1,870 ------ MINING-1.3% Alcan, Inc. 6,800 319 ------ - -- 30 The Notes to Financial Statements are an integral part of these statements. Large Cap Value/John A. Levin & Co. Fund INVESTMENTS IN SECURITIES continued December 31, 2003 NUMBER OF VALUE SHARES (000) - -------------------------------------------------------------------------------- COMMON STOCKS continued OIL & GAS-7.5% BP PLC 10,300 $ 508 ChevronTexaco Corp. 2,600 225 Exxon Mobil Corp. 13,900 570 Unocal Corp. 10,400 383 Williams Companies, Inc. 16,800 165 ------- 1,851 ------- PHARMACEUTICALS-4.9% Cardinal Health, Inc. 6,300 385 Pfizer, Inc. 23,500 830 ------- 1,215 ------- RETAIL-4.9% Home Depot, Inc. 13,200 468 Limited Brands 17,700 319 McDonald's Corp. 9,500 236 Target Corp. 5,100 196 ------- 1,219 ------- SOFTWARE-5.0% Automatic Data Processing, Inc. 6,000 238 First Data Corp. 3,100 127 Microsoft Corp. 18,900 521 Oracle Corp. (a) 26,400 349 ------- 1,235 ------- TELECOMMUNICATIONS-4.3% SBC Communications, Inc. 20,500 534 Verizon Communications, Inc. 15,400 540 ------- 1,074 ------- TOYS, GAMES AND HOBBIES-0.4% Mattel, Inc. 5,100 98 ------- TRANSPORTATION-1.6% CSX Corp. 10,900 392 ------- TOTAL COMMON STOCKS (Cost $20,674) 24,309 ------- NUMBER OF VALUE SHARES (000) - -------------------------------------------------------------------------------- SHORT-TERM OBLIGATION-3.8% MONEY MARKET FUND CIGNA Funds Group - Money Market Fund (Cost $950) (b) 950,446 $ 950 ------- TOTAL INVESTMENTS IN SECURITIES-101.7% (Total Cost $21,624) (c) 25,259 Liabilities in excess of Cash and Other Assets - (1.7%) (436) ------- NET ASSETS-100.0% $24,823 ======= NOTES TO INVESTMENTS IN SECURITIES (a) Non-income producing security. (b) TimesSquare Capital Management, Inc., the fund's Investment Adviser, is also the Adviser to the CIGNA Funds Group - Money Market Fund. Tax Information (c) At December 31, 2003, the net unrealized appreciation of investments, based on cost for federal income tax purposes of $22,009,237, was as follows: Aggregate gross unrealized appreciation for all investments in which there was an excess of value over tax cost $3,322,944 Aggregate gross unrealized depreciation for all investments in which there was an excess of tax cost over value (73,641) ---------- Unrealized appreciation - net $3,249,303 ========== (d) As of December 31, 2003, the components of distributable earnings (excluding unrealized appreciation/ (depreciation) disclosed above) on a tax basis consisted of the following: Undistributed ordinary income $ 117,182 Capital loss carryforward: expiring 2009 $ 56,200 expiring 2010 780,787 expiring 2011 2,610,516 ---------- $3,447,503 ========== -- The Notes to Financial Statements are an integral part of these statements. 31 S&P 500(R) Index Fund INVESTMENTS IN SECURITIES December 31, 2003 NUMBER OF VALUE SHARES (000) - -------------------------------------------------------------------------------- COMMON STOCKS-85.4% General Electric Co. 160,300 $ 4,966 Microsoft Corp. 172,700 4,756 ExxonMobil Corp. 105,594 4,329 Pfizer, Inc. 121,906 4,307 Citigroup, Inc. 82,389 3,999 Wal-Mart Stores, Inc. 69,100 3,666 Intel Corp. 104,300 3,358 American International Group 41,671 2,762 Cisco Systems, Inc. (a) 110,200 2,677 International Business Machine Corp. 27,500 2,549 Johnson & Johnson 47,434 2,450 Procter & Gamble Co. 20,700 2,068 Coca-Cola (The) Co. 39,100 1,984 Bank of America Corp. 23,716 1,907 Altria Group, Inc. 32,400 1,763 Merck & Co., Inc. 35,500 1,640 Wells Fargo & Co. 27,000 1,590 Verizon Communications, Inc. 44,128 1,548 ChevronTexaco Corp. 17,029 1,471 Dell, Inc. (a) 40,900 1,389 SBC Communications, Inc. 52,906 1,379 United Parcel Service, Inc., Class B 18,000 1,342 Time Warner, Inc. 72,200 1,299 Home Depot, Inc. 36,300 1,288 PepsiCo., Inc. 27,370 1,276 Amgen, Inc. (a) 20,572 1,271 Eli Lilly & Co. 17,900 1,259 Viacom, Inc. , Class B 27,888 1,238 Morgan (J.P.) Chase & Co. 32,560 1,196 Comcast Corp., Class A (a) 35,953 1,182 Abbott Laboratories 25,000 1,165 Fannie Mae 15,500 1,163 Hewlett-Packard Co. 48,726 1,119 Oracle Corp. (a) 83,500 1,102 3M Co. 12,500 1,063 Morgan Stanley Dean Witter & Co. 17,300 1,001 American Express Co. 20,500 989 Wachovia Corp. 21,170 986 Medtronic, Inc. 19,400 943 US Bancorp 30,796 917 Wyeth 21,300 904 Bristol-Myers Squibb Co. 31,000 887 Merrill Lynch & Co., Inc. 15,100 886 Tyco International Ltd. 31,971 847 NUMBER OF VALUE SHARES (000) - -------------------------------------------------------------------------------- BellSouth Corp. 29,500 $ 835 Bank One Corp. 17,802 812 Texas Instruments, Inc. 27,600 811 Disney (Walt) Co. 32,700 763 Goldman Sachs Group, Inc. 7,600 750 Fleet Boston Financial Corp. 16,860 736 du Pont (E.I.) de Nemours & Co. 15,929 731 ConocoPhillips 10,845 711 United Technologies Corp. 7,500 711 Lowe's Companies, Inc. 12,600 698 Qualcomm, Inc. 12,800 690 Anheuser-Busch Cos., Inc. 13,000 685 eBay, Inc. (a) 10,300 665 Freddie Mac 11,100 647 Dow (The) Chemical Co. 14,660 609 Walgreen Co. 16,400 597 Gillette (The), Co. 16,200 595 Applied Materials, Inc. (a) 26,500 595 Washington Mutual, Inc. 14,360 576 Boeing (The) Co. 13,450 567 Target Corp. 14,600 561 UnitedHealth Group, Inc. 9,400 547 Fifth Third Bancorp 9,046 535 Alcoa, Inc. 13,844 526 Motorola, Inc. 37,135 522 Schlumberger Ltd. 9,300 509 MBNA Corp. 20,362 506 McDonald's Corp. 20,300 504 EMC Corp. (a) 38,374 496 Nextel Communications, Inc., Class A (a) 17,600 494 Allstate (The) Corp. 11,200 482 Boston Scientific Corp. (a) 13,100 482 General Motors Corp. 9,000 481 Kimberly-Clark Corp. 8,100 479 First Data Corp. 11,600 477 Yahoo, Inc. (a) 10,500 474 Ford Motor Co. 29,288 469 Honeywell International, Inc. 13,762 460 Clear Channel Communications, Inc. 9,800 459 Caterpillar, Inc. 5,500 457 Emerson Electric Co. 6,700 434 Colgate-Palmolive Co. 8,600 430 Cardinal Health, Inc. 6,925 424 Illinois Tool Works, Inc. 4,900 411 Bank (The) of New York Co., Inc. 12,400 411 - -- 32 The Notes to Financial Statements are an integral part of these statements. S&P 500(R) Index Fund INVESTMENTS IN SECURITIES continued December 31, 2003 NUMBER OF VALUE SHARES (000) - -------------------------------------------------------------------------------- COMMON STOCKS continued Schering-Plough Corp. 23,500 $ 409 MetLife, Inc. 12,100 407 Marsh & McLennan Cos., Inc. 8,500 407 Carnival Corp. 10,100 401 Sysco Corp. 10,300 383 Gannett Co., Inc. 4,300 383 Automatic Data Processing 9,500 376 Lockheed Martin Corp. 7,200 370 Cendant Corp. (a) 16,185 360 Prudential Financial, Inc. 8,600 359 Forest Laboratories, Inc. (a) 5,800 358 Southern (The) Co. 11,700 354 AT&T Wireless Services, Inc. (a) 43,136 345 HCA, Inc. 7,900 339 BB&T Corp. 8,700 336 Newmont Mining Corp. 6,900 335 Lehman Brothers Holdings, Inc. 4,300 332 Gap (The), Inc. 14,250 331 International Paper Co. 7,664 330 Dominion Resources, Inc. 5,168 330 National City Corp. 9,700 329 FedEx Corp. 4,800 324 Exelon Corp. 4,862 323 SunTrust Banks, Inc. 4,500 322 Guidant Corp. 5,000 301 Aflac, Inc. 8,200 297 Duke Energy Corp. 14,500 297 Baxter International, Inc. 9,700 296 General Dynamics Corp. 3,200 289 Nike, Inc., Class B 4,200 288 Union Pacific Corp. 4,100 284 Progressive (The) Corp. 3,400 284 Northrop Grumman Corp. 2,971 284 State Street Corp. 5,300 276 Waste Management, Inc. 9,295 275 Sara Lee Corp. 12,600 274 Travelers Property Casualty Co., Class B 16,077 273 Stryker Corp. 3,200 272 General Mills, Inc. 6,000 272 Best Buy Co., Inc. 5,200 272 Costco Wholesale Corp. (a) 7,300 271 SLM Corp. 7,200 271 Zimmer Holdings, Inc. (a) 3,830 270 Analog Devices, Inc. 5,900 269 NUMBER OF VALUE SHARES (000) - -------------------------------------------------------------------------------- Hartford Financial Services Group 4,500 $ 266 Omnicom Group 3,000 261 Maxim Integrated Products 5,200 259 Tribune Co. 5,000 258 Occidental Petroleum Corp. 6,100 258 Schwab, (The) Charles Corp. 21,675 257 AT&T Corp. 12,636 257 Avon Products, Inc. 3,800 256 Veritas Software Corp. (a) 6,800 253 Computer Associates International, Inc. 9,200 252 Golden West Financial Corp. 2,400 248 Kellogg Co. 6,500 248 Deere & Co. 3,800 247 Kohl's Corp. (a) 5,400 243 PNC Financial Services Group, Inc. 4,400 241 Sprint Corp. (FON Group) 14,400 236 Sun Microsystems, Inc. (a) 52,200 234 Alltel Corp. 5,000 233 WellPoint Health Networks (a) 2,400 233 Danaher Corp. 2,500 229 Electronic Arts, Inc. (a) 4,800 229 Harley-Davidson, Inc. 4,800 228 CVS Corp. 6,300 228 ConAgra Foods, Inc. 8,600 227 Capital One Financial Corp. 3,700 227 Weyerhaeuser Co. 3,500 224 Agilent Technologies, Inc. (a) 7,613 223 Countrywide Financial Corp. 2,933 222 Paychex, Inc. 5,975 222 Mellon Financial Corp. 6,900 222 Corning, Inc. (a) 21,200 221 Kroger Co. (a) 11,900 220 McGraw-Hill (The) Cos., Inc. 3,100 217 Staples, Inc. (a) 7,850 214 Xilinx, Inc. (a) 5,500 213 Devon Energy Corp. 3,700 212 Linear Technology Corp. 5,000 210 Apache Corp. 2,583 209 Franklin Resources, Inc. 4,000 208 Entergy Corp. 3,600 206 Anadarko Petroleum Corp. 4,029 206 Starbucks Corp. (a) 6,200 205 Chubb Corp. 3,000 204 Heinz (H.J) Co. 5,600 204 Bed Bath & Beyond, Inc. (a) 4,700 204 -- The Notes to Financial Statements are an integral part of these statements. 33 S&P 500(R) Index Fund INVESTMENTS IN SECURITIES continued December 31, 2003 NUMBER OF VALUE SHARES (000) - -------------------------------------------------------------------------------- COMMON STOCKS continued Masco Corp. 7,400 $ 203 Univision Communications, Inc., Class A (a) 5,100 202 Wrigley (Wm.) Jr. Co. 3,600 202 Southwest Airlines Co. 12,530 202 Praxair, Inc. 5,200 199 Raytheon Co. 6,600 198 Keycorp 6,700 196 International Game Technology 5,500 196 Biogen Idec, Inc. (a) 5,260 193 American Electric Power Co., Inc. 6,320 193 Burlington Northern Santa Fe Corp. 5,900 191 Apollo Group, Inc., Class A (a) 2,800 190 Air Products & Chemicals, Inc. 3,600 190 Ingersoll-Rand Co., Class A 2,800 190 FPL Group, Inc. 2,900 190 Electronic Data Systems Corp. 7,700 189 Lucent Technologies, Inc. (a) 66,530 189 FirstEnergy Corp. 5,300 187 Sears Roebuck and Co. 4,100 187 ACE Ltd. 4,500 186 Equity Office Properties Trust 6,400 183 PG&E Corp. (a) 6,600 183 Halliburton Co. 7,000 182 Kla-Tencor Corp. (a) 3,100 182 Burlington Resources, Inc. 3,210 178 Genzyme Corp. (General Division) (a) 3,600 178 Progress Energy, Inc. 3,900 177 TJX Cos., Inc. 8,000 176 Campbell Soup Co. 6,500 174 Xerox Corp. (a) 12,600 174 SouthTrust Corp. 5,300 173 PPG Industries, Inc. 2,700 173 John Hancock Financial Services 4,600 173 Principal Financial Group 5,200 172 St. Jude Medical, Inc. (a) 2,800 172 Baker Hughes, Inc. 5,340 172 Chiron Corp. (a) 3,000 171 Marriott International, Inc., Class A 3,700 171 XL Capital Ltd., Class A 2,200 171 Symantec Corp. (a) 4,900 170 Intuit, Inc. (a) 3,200 169 Becton Dickinson & Co. 4,100 169 Public Service Enterprise Group 3,800 166 Marathon Oil Corp. 5,000 165 NUMBER OF VALUE SHARES (000) - -------------------------------------------------------------------------------- Lexmark International, Inc., Class A (a) 2,100 $ 165 Clorox Co. 3,400 165 Anthem, Inc. (a) 2,200 165 Fortune Brands, Inc. 2,300 164 Broadcom Corp., Class A (a) 4,800 164 Johnson Controls, Inc. 1,400 163 Northern Trust Corp. 3,500 162 Aetna, Inc. 2,400 162 Hershey Foods Corp. 2,100 162 Allergan, Inc. 2,100 161 Yum! Brands, Inc. (a) 4,680 161 Comerica, Inc. 2,850 160 Coca-Cola Enterprises, Inc. 7,300 160 Archer-Daniels-Midland Co. 10,369 158 Paccar, Inc. 1,850 157 Safeway, Inc. (a) 7,100 156 Block (H&R), Inc. 2,800 155 Consolidated Edison, Inc. 3,600 155 Rohm & Haas Co. 3,553 152 Unocal Corp. 4,100 151 Pitney Bowes, Inc. 3,700 150 McKesson Corp. 4,673 150 Limited Brands, Inc. 8,300 150 Loews Corp. 3,000 148 Medco Health Solutions, Inc. (a) 4,341 148 Biomet, Inc. 4,050 147 Norfolk Southern Corp. 6,200 147 Adobe Systems, Inc. 3,700 145 Moody's Corp. 2,400 145 St. Paul Companies 3,628 144 Simon Property Group, Inc. 3,100 144 Synovus Financial Corp. 4,850 140 Altera Corp. (a) 6,100 138 AmSouth Bancorp 5,650 138 Marshall & Ilsley Corp. 3,600 138 PeopleSoft, Inc. (a) 6,012 137 Federated Department Stores 2,900 137 MBIA, Inc. 2,300 136 Cintas Corp. 2,700 135 May (The) Department Stores Co. 4,650 135 Albertson's, Inc. 5,888 133 Mattel, Inc. 6,900 133 Computer Sciences Corp. (a) 3,000 133 Micron Technology, Inc. 9,800 132 Regions Financial Corp. 3,500 130 - -- 34 The Notes to Financial Statements are an integral part of these statements. S&P 500(R) Index Fund INVESTMENTS IN SECURITIES continued December 31, 2003 NUMBER OF VALUE SHARES (000) - -------------------------------------------------------------------------------- COMMON STOCKS continued Equity Residential 4,400 $ 130 Eaton Corp. 1,200 130 Sungard Data Systems, Inc. (a) 4,600 127 Dover Corp. 3,200 127 CIGNA Corp. (b) 2,200 127 Textron, Inc. 2,200 126 Quest Diagnostics (a) 1,700 124 Apple Computer, Inc. (a) 5,800 124 Transocean, Inc. (a) 5,142 123 TXU Corp. 5,200 123 Georgia-Pacific Corp. 4,010 123 PPL Corp. 2,800 123 CSX Corp. 3,400 122 Freeport-McMoRan Copper & Gold, Class B 2,900 122 Qwest Communications International (a) 28,209 122 Charter One Financial, Inc. 3,527 122 AMBAC Financial Group, Inc. 1,750 121 Monsanto Co. 4,217 121 Bear Stearns (The) Cos., Inc. 1,517 121 American Standard Cos., Inc. (a) 1,200 121 Fiserv, Inc. (a) 3,050 121 Ameren Corp. 2,600 120 Autozone, Inc. (a) 1,400 119 Tenet Healthcare Corp. (a) 7,400 119 AON Corp. 4,950 119 National Semiconductor Corp. (a) 3,000 118 Kinder Morgan, Inc. 2,000 118 Eastman Kodak Co. 4,600 118 Jefferson-Pilot Corp. 2,275 115 Starwood Hotels & Resorts Worldwide, Inc. 3,200 115 New York Times Co., Class A 2,400 115 Edison International 5,200 114 Lincoln National Corp. 2,800 113 Penney (J.C.) Co., Inc. 4,300 113 Network Appliance, Inc. (a) 5,500 113 Dollar General Corp. 5,360 113 Ecolab, Inc. 4,100 112 ITT Industries, Inc. 1,500 111 Parker Hannifin Corp. 1,850 110 Sempra Energy 3,655 110 Concord EFS, Inc. (a) 7,400 110 Siebel Systems, Inc. (a) 7,900 110 Cincinnati Financial Corp. 2,600 109 Cinergy Corp. 2,800 109 NUMBER OF VALUE SHARES (000) - -------------------------------------------------------------------------------- Xcel Energy, Inc. 6,365 $ 108 Centex Corp. 1,000 108 Rockwell Automation, Inc. 3,000 107 Phelps Dodge Corp. (a) 1,400 107 DTE Energy Co. 2,700 106 Constellation Energy Group, Inc. 2,700 106 Molex, Inc. 3,025 106 Sanmina-SCI Corp. (a) 8,300 105 Hilton Hotels Corp. 6,100 104 Tiffany & Co. 2,300 104 Interpublic Group Cos., Inc. (a) 6,600 103 Medimmune, Inc. (a) 4,000 102 Pepsi Bottling Group, Inc. 4,200 102 AmerisourceBergen Corp. 1,800 101 Novellus Systems, Inc. (a) 2,400 101 Avery Dennison Corp. 1,800 101 Knight-Ridder, Inc. 1,300 101 Family Dollar Stores 2,800 100 Newell Rubbermaid, Inc. 4,410 100 North Fork Bancorporation, Inc. 2,400 97 Nabors Industries Ltd. (a) 2,300 95 T. Price Rowe Group, Inc. 2,000 95 Union Planters Corp. 3,000 94 IMS Health, Inc. 3,800 94 MeadWestvaco Corp. 3,155 94 Pulte Homes, Inc. 1,000 94 AES (The) Corp. (a) 9,900 93 Brown-Forman Corp., Class B 1,000 93 Prologis 2,900 93 Genuine Parts Co. 2,800 93 UST, Inc. 2,600 93 Sprint Corp. (PCS Group) (a) 16,500 93 NiSource, Inc. 4,200 92 KeySpan Corp. 2,500 92 Health Management Associates , Class A 3,800 91 MGIC Investment Corp. 1,600 91 Delphi Corp. 8,920 91 Jabil Circuit, Inc. (a) 3,200 91 BJ Services Co. (a) 2,500 90 Harrah's Entertainment, Inc. 1,800 90 Plum Creek Timber Co., Inc. 2,900 88 First Tennessee National Corp. 2,000 88 Cooper Industries Ltd., Class A 1,500 87 Express Scripts, Inc. (a) 1,300 86 Zions Bancorporation 1,400 86 -- The Notes to Financial Statements are an integral part of these statements. 35 S&P 500(R) Index Fund INVESTMENTS IN SECURITIES continued December 31, 2003 NUMBER OF VALUE SHARES (000) - -------------------------------------------------------------------------------- COMMON STOCKS continued Avaya, Inc. (a) 6,635 $ 86 Safeco Corp. 2,200 86 Rockwell Collins, Inc. 2,800 84 Office Depot, Inc. (a) 5,000 84 Advanced Micro Devices, Inc. (a) 5,600 83 EOG Resources, Inc. 1,800 83 JDS Uniphase Corp. (a) 22,700 83 Huntington Bancshares, Inc. 3,651 82 Torchmark Corp. 1,800 82 Reynolds (RJ) Tobacco Holdings, Inc. 1,400 81 Autonation, Inc. (a) 4,400 81 Williams Cos., Inc. 8,200 81 Whirlpool Corp. 1,100 80 Sherwin-Williams (The) Co. 2,300 80 RadioShack Corp. 2,600 80 EL Paso Corp. 9,690 79 Teradyne, Inc. (a) 3,100 79 Unisys Corp. (a) 5,300 79 American Power Conversion 3,200 78 Watson Pharmaceuticals, Inc. (a) 1,700 78 Solectron Corp. (a) 13,100 77 QLogic Corp. (a) 1,500 77 CenturyTel, Inc. 2,350 77 Vulcan Materials Co. 1,600 76 Sealed Air Corp. (a) 1,396 76 Nordstrom, Inc. 2,200 75 UnumProvident Corp. 4,774 75 Noble Corp. (a) 2,100 75 Kerr-McGee Corp. 1,607 75 Amerada Hess Corp. 1,400 74 VF Corp. 1,700 74 Nucor Corp. 1,300 73 Grainger (W.W.), Inc. 1,500 71 Allied Waste Industries, Inc. (a) 5,100 71 Wendy's International, Inc. 1,800 71 Jones Apparel Group Inc. 2,000 70 Applera Corp. (Applied Biosystem) 3,400 70 Mercury Interactive Corp. (a) 1,400 68 BMC Software, Inc. (a) 3,600 67 Leggett & Platt, Inc. 3,100 67 McCormick & Co., Inc. 2,200 66 Scientific-Atlanta, Inc. 2,400 66 Thermo Electron Corp. (a) 2,600 66 Robert Half International, Inc. (a) 2,800 65 NUMBER OF VALUE SHARES (000) - -------------------------------------------------------------------------------- Bard (C.R.), Inc. 800 $ 65 Dow Jones & Co., Inc. 1,300 65 Janus Capital Group, Inc. 3,900 64 Novell, Inc. (a) 6,000 63 Waters Corp. (a) 1,900 63 Sigma-Aldrich Corp. 1,100 63 Symbol Technologies, Inc. 3,650 62 Sunoco, Inc. 1,200 61 Nvidia Corp. (a) 2,600 60 Liz Claiborne, Inc. 1,700 60 Supervalu, Inc. 2,100 60 Pinnacle West Capital Corp. 1,500 60 Engelhard Corp. 2,000 60 Pactiv Corp. (a) 2,500 60 Hasbro, Inc. 2,800 60 King Pharmaceuticals, Inc. (a) 3,900 60 Humana, Inc. (a) 2,600 59 Black & Decker Corp. 1,200 59 NCR Corp. (a) 1,500 58 Alberto-Culver Co., Class B 900 57 Goodrich Corp. 1,900 56 Temple-Inland, Inc. 900 56 United States Steel Corp. 1,600 56 Citizens Communications Co. 4,500 56 Darden Restaurants, Inc. 2,650 56 Citrix Systems, Inc. (a) 2,600 55 Tellabs, Inc. (a) 6,500 55 PMC - Sierra, Inc. (a) 2,700 54 Donnelley (RR) & Sons Co. 1,800 54 Equifax, Inc. 2,200 54 Pall Corp. 2,000 54 Ball Corp. 900 54 Providian Financial Corp. (a) 4,600 54 Comverse Technology, Inc. (a) 3,000 53 Navistar International Corp. (a) 1,100 53 International Flavors & Fragrances, Inc. 1,500 52 LSI Logic Corp. (a) 5,900 52 Apartment Investment & Mgt. Co., Class A 1,500 52 Fluor Corp. 1,300 52 KB Home 700 51 CIENA Corp. (a) 7,600 50 Federated Investors, Inc., Class B 1,700 50 Sabre Holdings Corp., Class A 2,307 50 Stanley (The) Works 1,300 49 Ashland, Inc. 1,100 48 - -- 36 The Notes to Financial Statements are an integral part of these statements. S&P 500(R) Index Fund INVESTMENTS IN SECURITIES continued December 31, 2003 NUMBER OF VALUE SHARES (000) - -------------------------------------------------------------------------------- COMMON STOCKS continued Manor Care, Inc. 1,400 $ 48 Brunswick Corp. 1,500 48 Centerpoint Energy, Inc. 4,922 48 Eastman Chemical Co. 1,200 47 Boise Cascade Corp. 1,400 46 Autodesk, Inc. 1,800 44 Tektronix, Inc. 1,400 44 Dana Corp. 2,401 44 TECO Energy, Inc. 3,000 43 Toys R US, Inc. (a) 3,400 43 Bausch & Lomb, Inc. 800 42 Convergys Corp. (a) 2,300 40 Bemis Co. 800 40 Monster Worldwide, Inc. (a) 1,800 40 Meredith Corp. 800 39 ADC Telecommunications, Inc. (a) 12,700 38 Compuware Corp. (a) 6,000 36 Reebok International Ltd. 900 35 Rowan Cos., Inc. 1,500 35 Millipore Corp. (a) 800 34 Cummins, Inc. 700 34 Ryder System, Inc. 1,000 34 PerkinElmer, Inc. 2,000 34 Coors (Adolph) Co., Class B 600 34 Circuit City Stores, Inc. 3,300 33 Maytag Corp. 1,200 33 Deluxe Corp. 800 33 Calpine Corp. (a) 6,600 32 Crane Co. 1,000 31 Louisiana-Pacific Corp. (a) 1,700 30 Snap-On, Inc. 900 29 Andrew Corp. (a) 2,500 29 Applied Micro Circuits Corp. (a) 4,800 29 Cooper Tire & Rubber Co. 1,200 26 Big Lots, Inc. (a) 1,800 26 Allegheny Energy, Inc. (a) 2,000 26 Worthington Industries 1,400 25 Peoples Energy Corp. 600 25 Dynegy, Inc., Class A (a) 5,800 25 NUMBER OF VALUE SHARES (000) - -------------------------------------------------------------------------------- Gateway, Inc. (a) 5,200 $ 24 Nicor, Inc. 700 24 Delta Air Lines, Inc. (a) 2,000 24 CMS Energy Corp. (a) 2,600 22 Winn-Dixie Stores, Inc. 2,200 22 American Greetings, Class A (a) 1,000 22 Visteon Corp. 2,090 22 Great Lakes Chemical Corp. 800 22 Dillard's, Inc., Class A 1,300 21 Hercules, Inc. (a) 1,700 21 Thomas & Betts Corp. 900 21 Goodyear (The) Tire & Rubber Co. (a) 2,600 20 Allegheny Technologies, Inc. 1,300 17 Parametric Technology Corp. (a) 4,200 17 Tupperware Corp. 900 16 Power-One, Inc. (a) 1,300 14 -------- TOTAL COMMON STOCKS (Cost $163,021) 164,191 -------- SHORT-TERM OBLIGATIONS-14.5% MONEY MARKET FUND-13.5% CIGNA Funds Group - Money Market Fund (c) 26,009,836 26,010 -------- PRINCIPAL (000) --------- U.S. GOVERNMENT-1.0% U.S. Treasury Bills, (d) 0.96%, 04/01/04 $ 25 25 0.97%, 04/01/04 1,400 1,396 0.98%, 04/01/04 150 150 0.97%, 06/03/04 300 299 -------- 1,870 -------- TOTAL SHORT-TERM OBLIGATIONS (Cost $27,880) 27,880 -------- TOTAL INVESTMENTS IN SECURITIES-99.9.% (Total Cost $190,901) (e) 192,071 Cash and Other Assets Less Liabilities - (0.1%) 290 -------- NET ASSETS-100.0% $192,361 ======== -- The Notes to Financial Statements are an integral part of these statements. 37 S&P 500(R) Index Fund INVESTMENTS IN SECURITIES continued December 31, 2003 - -------------------------------------------------------------------------------- NOTES TO INVESTMENTS IN SECURITIES (a) Non-income producing security. (b) TimesSquare Capital Management, Inc., the fund's Investment Adviser, is an indirect wholly owned subsidiary of CIGNA Corp. (c) TimesSquare Capital Management, Inc., the fund's Investment Adviser, is also the Adviser to the CIGNA Funds Group - Money Market Fund. (d) This security or a portion thereof is pledged as collateral for Stock Index Futures Contracts. At December 31, 2003, the Fund was long 98, S&P 500 Futures Contracts expiring in March 2004. Unrealized gain amounted to $648,862. Underlying face value was $26,560,838 and underlying market value was $27,209,700. Tax Information (e) At December 31, 2003, the net unrealized appreciation of investments, based on cost for federal income tax purposes of $190,929,413 was as follows: Aggregate gross unrealized appreciation for all investments in which there was an excess of value over tax cost $27,342,963 Aggregate gross unrealized depreciation for all investments in which there was an excess of tax cost over value (26,201,149) ----------- Unrealized appreciation - net $ 1,141,814 =========== (f) As of December 31, 2003, the components of distributable earnings (excluding unrealized appreciation/ (depreciation) disclosed above) on a tax basis consisted of the following: Undistributed ordinary income $ 0 Capital loss carryforward: expiring 2009 $ 1,753,910 expiring 2010 9,431,252 ----------- $11,185,162 =========== - -- 38 The Notes to Financial Statements are an integral part of these statements. Small Cap Growth/TimesSquare Fund INVESTMENTS IN SECURITIES December 31, 2003 NUMBER OF VALUE SHARES (000) - ----------------------------------------------------------------- COMMON STOCKS-94.6% ADVERTISING-2.5% Getty Images, Inc. (a) 200,000 $ 10,026 --------- AEROSPACE/DEFENSE-1.9% MTC Technologies, Inc. (a) 107,600 3,467 Orbital Sciences Corp. (a) 332,400 3,995 --------- 7,462 --------- BIOTECHNOLOGY-2.7% Bio-Rad Laboratories, Inc. Class A (a) 80,000 4,614 ID Biomedical Corp. (a) 94,900 1,126 Protein Design Labs, Inc. (a) 180,000 3,222 Supergen, Inc. (a) 174,200 1,916 --------- 10,878 --------- COMMERCIAL SERVICES-11.8% Advisory Board Co. (The) (a) 98,200 3,428 Alliance Data Systems Corp. (a) 296,600 8,210 Arbitron, Inc. (a) 128,000 5,340 ChoicePoint, Inc. (a) 100,000 3,809 Corporate Executive Board Co. (a) 150,000 7,001 Education Management Corp. (a) 303,400 9,418 FTI Consulting, Inc. (a) 110,000 2,571 Rent-A-Center, Inc. (a) 200,000 5,976 Ritchie Bros. Auctioneers, Inc. 30,000 1,593 --------- 47,346 --------- COMPUTERS-3.8% BISYS Group, Inc. (The) (a) 185,000 2,753 Factset Research Systems, Inc. 55,000 2,102 Henry (Jack) & Associates, Inc. 200,000 4,116 Magma Design Automation, Inc. (a) 103,000 2,404 NetScreen Technologies, Inc. (a) 160,000 3,960 --------- 15,335 --------- DISTRIBUTION/WHOLESALE-1.3% Central European Distribution Corp. (a) 6,700 212 SCP Pool Corp. (a) 156,075 5,101 --------- 5,313 --------- ELECTRICAL COMPONENTS & EQUIPMENT-0.9% Advanced Energy Industries, Inc. (a) 145,300 3,785 --------- ELECTRONICS-5.8% Cymer, Inc. (a) 70,000 3,233 Gentex Corp. 80,000 3,533 Mettler-Toledo International, Inc. (a) 150,600 6,357 National Instruments Corp. 87,400 3,974 Photon Dynamics, Inc. (a) 71,500 2,877 TTM Technologies, Inc. (a) 210,000 3,545 --------- 23,519 --------- NUMBER OF VALUE SHARES (000) - ----------------------------------------------------------------- ENTERTAINMENT-2.3% Alliance Gaming Corp. (a) 124,200 $ 3,062 AMC Entertainment, Inc. (a) 187,200 2,847 Macrovision Corp. (a) 155,000 3,501 --------- 9,410 --------- ENVIRONMENTAL-1.2% Stericycle, Inc. (a) 104,000 4,857 --------- EXCHANGE TRADED FUND-1.5% iShares Russell 2000 Index Fund 55,000 6,094 --------- FINANCIAL-7.7% Boston Private Financial Holdings, Inc. 100,000 2,484 CapitalSource, Inc. (a) 145,000 3,144 City National Corp. 70,000 4,348 Investment Technology Group, Inc. (a) 114,400 1,848 Investors Financial Services Corp. 156,000 5,992 Jefferies Group, Inc. 106,500 3,517 UCBH Holdings, Inc. 132,000 5,144 Wintrust Financial Corp. 100,000 4,510 --------- 30,987 --------- FOOD & BEVERAGES-2.7% American Italian Pasta Co. Class A 95,000 3,981 Constellation Brands, Inc. Class A (a) 120,000 3,952 United Natural Foods, Inc. (a) 81,100 2,912 --------- 10,845 --------- HEALTH CARE-7.2% DaVita, Inc. (a) 202,516 7,898 Lincare Holdings, Inc. (a) 181,800 5,459 Molina Healthcare, Inc. (a) 108,600 2,740 Pediatrix Medical Group, Inc. (a) 85,000 4,683 Province Healthcare Co. (a) 200,000 3,200 Respironics, Inc. (a) 114,400 5,158 --------- 29,138 --------- INSURANCE-1.4% Markel Corp. (a) 21,500 5,450 --------- INTERNET-1.0% Macromedia, Inc. (a) 115,100 2,053 Netopia, Inc. (a) 135,000 1,968 --------- 4,021 --------- MACHINERY-DIVERSIFIED-0.4% Graco, Inc. 41,300 1,656 --------- MEDIA-2.5% Entercom Communications Corp. (a) 100,000 5,296 Nexstar Broadcasting Group, Inc. (a) 73,200 1,004 Radio One, Inc. Class D (a) 190,000 3,667 --------- 9,967 --------- -- The Notes to Financial Statements are an integral part of these statements. 39 Small Cap Growth/TimesSquare Fund INVESTMENTS IN SECURITIES continued December 31, 2003 NUMBER OF VALUE SHARES (000) - -------------------------------------------------------------------------- COMMON STOCKS continued OIL & GAS-5.3% Brown (Tom), Inc. (a) 110,000 $ 3,547 Evergreen Resources, Inc. (a) 115,000 3,739 Hydril Co. (a) 74,500 1,783 Patina Oil & Gas Corp. 80,000 3,919 Patterson-UTI Energy, Inc. (a) 118,500 3,901 Varco International, Inc. (a) 210,000 4,332 -------- 21,221 -------- PHARMACEUTICALS-4.9% Atrix Laboratories, Inc. (a) 114,200 2,745 Ligand Pharmaceuticals, Inc. Class B (a) 175,000 2,571 Medicis Pharmaceutical Corp. Class A 19,100 1,362 NBTY, Inc. (a) 59,100 1,587 Omnicare, Inc. 90,000 3,635 Pharmaceutical Resources, Inc. (a) 65,500 4,267 VCA Antech, Inc. (a) 120,000 3,718 -------- 19,885 -------- RETAIL-1.4% Advance Auto Parts, Inc. (a) 70,000 5,698 -------- SEMICONDUCTORS-6.6% Emulex, Corp. (a) 125,000 3,335 Integrated Circuit Systems, Inc. (a) 115,000 3,276 LTX Corp. (a) 110,400 1,659 Photronics, Inc. (a) 266,500 5,309 Semtech Corp. (a) 180,000 4,091 Skyworks Solutions, Inc. (a) 233,500 2,031 Standard Microsystems Corp. (a) 80,000 2,024 Supertex, Inc. (a) 57,200 1,093 Transwitch Corp. (a) 800,000 1,840 Zoran Corp. (a) 113,000 1,965 -------- 26,623 -------- SOFTWARE-9.3% Altiris, Inc. (a) 130,700 4,768 Cognos, Inc. (a) 120,000 3,674 Embarcadero Technologies, Inc. (a) 111,500 1,778 Fair Isaac & Co. 62,200 3,058 Global Payments, Inc. 140,000 6,597 IMPAC Medical Systems, Inc. (a) 120,000 3,067 Informatica Corp. (a) 450,000 4,635 Lawson Software, Inc. (a) 120,000 988 Mantech International Corp. Class A (a) 107,300 2,677 NDCHealth Corp. 110,800 2,839 SERENA Software, Inc. (a) 191,500 3,514 -------- 37,595 -------- NUMBER OF VALUE SHARES (000) - -------------------------------------------------------------------------- STORAGE/WAREHOUSING-0.7% Mobile Mini, Inc. (a) 134,800 $ 2,658 -------- TELECOMMUNICATIONS-6.1% 3Com Corp. (a) 500,000 4,085 Plantronics, Inc. (a) 90,000 2,939 Primus Telecommunications Group, Inc. (a) 316,800 3,225 PTEK Holdings, Inc. (a) 260,000 2,291 REMEC, Inc. (a) 226,300 1,903 SafeNet, Inc. (a) 95,000 2,923 Spectrasite, Inc. (a) 90,000 3,127 West Corp. (a) 180,000 4,181 -------- 24,674 -------- TOYS/GAMES-0.8% Marvel Enterprises, Inc. (a) 110,000 3,202 -------- TRANSPORTATION-0.9% P.A.M. Transportation Services, Inc. (a) 70,000 1,493 Pacer International, Inc. (a) 104,000 2,103 -------- 3,596 -------- TOTAL COMMON STOCKS (Cost $328,354) 381,241 -------- SHORT-TERM OBLIGATION-5.3% MONEY MARKET FUND CIGNA Funds Group - Money Market Fund (Cost $21,224) (b) 21,223,904 21,224 -------- TOTAL INVESTMENTS IN SECURITIES-99.9% (Total Cost $349,578) (c) 402,465 Cash and Other Assets Less Liabilities - 0.1% 318 -------- NET ASSETS-100.0% $402,783 ======== NOTES TO INVESTMENTS IN SECURITIES (a) Non-income producing security. (b) TimesSquare Capital Management, Inc., the fund's Investment Adviser, is also the Adviser to the CIGNA Funds Group - Money Market Fund. Tax Information (c) At December 31, 2003, the net unrealized appreciation of investments, based on cost for federal income tax purposes of $350,586,273, was as follows: Aggregate gross unrealized appreciation for all investments in which there was an excess of value over tax cost $58,979,233 Aggregate gross unrealized depreciation for all investments in which there was an excess of tax cost over value (7,101,038) ----------- Unrealized appreciation - net $51,878,195 =========== (d) As of December 31, 2003, the components of distributable earnings (excluding unrealized appreciation/(depreciation) disclosed above) on a tax basis consisted of the following: Undistributed ordinary income $3,178,685 Undistributed capital gains $1,647,185 - -- 40 The Notes to Financial Statements are an integral part of these statements. Small Cap Value/Perkins, Wolf, McDonnell Fund INVESTMENTS IN SECURITIES December 31, 2003 NUMBER OF VALUE SHARES (000) - ------------------------------------------------------------------- COMMON STOCKS-84.4% APPAREL-1.5% Wolverine World Wide, Inc. 80,000 $ 1,630 -------- AUTO PARTS & EQUIPMENT-2.0% Superior Industries International, Inc. 52,000 2,263 -------- BANKS-12.4% Brookline Bancop, Inc. 170,000 2,608 Chittenden Corp. 38,500 1,295 Community Bank System, Inc. 30,000 1,470 First Niagara Financial Group, Inc. 97,000 1,446 FNB Corp. 50,000 1,773 Seacoast Financial Services Co. 64,000 1,754 Susquehanna Bancshares, Inc. 55,000 1,376 Washington Federal, Inc. 70,000 1,988 -------- 13,710 -------- BUILDING MATERIALS-1.1% Texas Industries, Inc. 34,100 1,262 -------- CHEMICALS-1.5% Schulman (A.), Inc. 77,000 1,642 -------- COMMERCIAL SERVICES-1.3% Spherion Corp. (a) 150,000 1,469 -------- COMPUTERS-0.9% Covansys Corp. (a) 84,600 931 -------- ELECTRONICS-3.0% Coherent, Inc. (a) 45,000 1,071 Mettler-Toledo International, Inc. (a) 54,000 2,279 -------- 3,350 -------- ENGINEERING & CONSTRUCTION-3.7% Dycom Industries, Inc. (a) 23,000 617 EMCOR Group, Inc. (a) 50,000 2,195 Insituform Technologies, Inc., Class A (a) 75,000 1,238 -------- 4,050 -------- FOREST PRODUCTS & PAPER-1.3% Rayonier, Inc. 35,424 1,470 -------- HEALTH CARE-5.8% Cytyc Corp. (a) 120,000 1,651 LifePoint Hospitals, Inc. (a) 35,000 1,031 Province Healthcare Co. (a) 83,000 1,328 Steris Corp. (a) 105,000 2,373 -------- 6,383 -------- HOME BUILDERS-2.3% Ryland Group, Inc. 12,000 1,064 Standard-Pacific Corp. 30,000 1,457 -------- 2,521 -------- NUMBER OF VALUE SHARES (000) - ------------------------------------------------------------------- HOME FURNISHINGS-2.1% La-Z-Boy, Inc. 110,000 $ 2,308 -------- HOUSEWARES-1.3% Libbey, Inc. 50,000 1,424 -------- INSURANCE-2.9% Harleysville Group, Inc. 51,200 1,018 Horace Mann Educators Corp. 80,000 1,118 Scottish Re Group Ltd. 50,000 1,039 -------- 3,175 -------- INTERNET-0.5% Internet Security Systems, Inc. (a) 32,000 603 -------- IRON & STEEL-1.0% Steel Dynamics, Inc. (a) 48,500 1,139 -------- MACHINERY-2.7% Global Power Equipment Group, Inc. (a) 165,000 1,102 Joy Global, Inc. 73,000 1,909 -------- 3,011 -------- MANUFACTURING-4.5% Aptargroup, Inc. 33,000 1,287 Harsco Corp. 55,000 2,410 Trinity Industries, Inc. 42,000 1,295 -------- 4,992 -------- METAL FABRICATE/HARDWARE-1.1% Kaydon Corp. 47,000 1,214 -------- MINING-1.2% Arch Coal, Inc. 43,000 1,340 -------- OIL & GAS-10.0% Brown (Tom), Inc. (a) 65,000 2,096 Cal Dive International, Inc. (a) 80,000 1,929 Energy Partners, Ltd. (a) 147,000 2,043 Forest Oil Corp. (a) 38,200 1,091 Key Energy Services, Inc. (a) 210,000 2,165 Maverick Tube Corp. (a) 40,500 780 Newfield Exploration Co. (a) 22,500 1,002 -------- 11,106 -------- PHARMACEUTICALS-1.1% Priority Healthcare Corp., Class B (a) 52,000 1,254 -------- REIT-6.7% Alexandria Real Estate Equities, Inc. 29,500 1,708 Brandywine Realty Trust 60,000 1,606 Equity One, Inc. 90,000 1,519 Home Properties, Inc. 40,000 1,616 Manufactured Home Communities, Inc. 25,000 941 -------- 7,390 -------- -- The Notes to Financial Statements are an integral part of these statements. 41 Small Cap Value/Perkins, Wolf, McDonnell Fund INVESTMENTS IN SECURITIES continued December 31, 2003 NUMBER OF VALUE SHARES (000) - ---------------------------------------------------------------------------------------- COMMON STOCKS continued RETAIL-2.2% Casey's General Stores, Inc. 85,000 $ 1,501 Too, Inc. (a) 55,000 928 ------------ 2,429 ------------ SOFTWARE-4.7% Activision, Inc. (a) 60,000 1,092 Informatica Corp. (a) 98,000 1,009 NetIQ Corp. (a) 115,000 1,524 Pinnacle Systems, Inc. (a) 190,000 1,621 ------------ 5,246 ------------ TELECOMMUNICATIONS-2.1% Advanced Fibre Communications, Inc. (a) 20,000 403 Newport Corp. (a) 63,000 1,041 Stratex Networks, Inc. (a) 200,000 850 ------------ 2,294 ------------ TRANSPORTATION-2.2% Kansas City Southern (a) 95,000 1,360 USF Corp. 32,000 1,094 ------------ 2,454 ------------ TRUCKING & LEASING-1.3% GATX Corp. 50,000 1,399 ------------ TOTAL COMMON STOCKS (Cost $76,605) 93,459 ------------ SHORT-TERM OBLIGATION-15.9% MONEY MARKET FUND CIGNA Funds Group - Money Market Fund (Cost $17,629) (b) 17,628,993 $ 17,629 ------------ TOTAL INVESTMENTS IN SECURITIES-100.3% (Total Cost $94,234) (c) 111,088 Liabilities in excess of Cash and Other Assets - (0.3%) (309) ------------ NET ASSETS-100.0% $ 110,779 ============ - -------------------------------------------------------------------------------- NOTES TO INVESTMENTS IN SECURITIES (a) Non-income producing security. (b) TimesSquare Capital Management, Inc., the fund's Investment Adviser, is also the Adviser to the CIGNA Funds Group - Money Market Fund. Tax Information (c) At December 31, 2003, the net unrealized appreciation of investments, based on cost for federal income tax purposes of $94,354,833, was as follows: Aggregate gross unrealized appreciation for all investments in which there was an excess of value over tax cost $16,967,832 Aggregate gross unrealized depreciation for all investments in which there was an excess of tax cost over value (234,261) ----------- Unrealized appreciation - net $16,733,571 =========== d) As of December 31, 2003, the components of distributable earnings (excluding unrealized appreciation/(depreciation) disclosed above) on a tax basis consisted of the following: Undistributed ordinary income $2,470,560 Undistributed capital gains $ 535,873 42 The Notes to Financial Statements are an integral part of these statements. International Blend/Bank of Ireland Fund INVESTMENTS IN SECURITIES December 31, 2003 NUMBER OF VALUE SHARES (000) - -------------------------------------------------------------------------------- COMMON STOCKS-97.4% AUSTRALIA-2.4% James Hardie Industries NV 5,910 $ 31 National Australia Bank Ltd. 3,740 84 News Corp. Ltd. 9,602 87 Westpac Banking Corp. 7,030 84 ------ 286 ------ CANADA-0.5% Royal Bank of Canada 1,155 55 ------ FINLAND-1.3% Nokia OYJ 8,652 149 ------ FRANCE-8.9% Aventis SA 4,294 283 AXA 6,347 136 France Telecom (a) 3,198 91 LaFarge SA 1,442 128 Total Fina Elf SA 2,261 420 ------ 1,058 ------ GERMANY-6.5% Bayer AG 3,384 99 Bayerische Motoren Werke AG 4,604 213 Deutsche Bank AG 1,873 155 E. ON AG 4,650 303 ------ 770 ------ HONG KONG-3.3% Cheung Kong Holdings Ltd. 14,000 111 China Life Insurance Co., Ltd. 46,000 38 Johnson Electric Holdings Ltd. 31,500 40 Li & Fung Ltd. 30,000 51 Sun Hung Kai Properties Ltd. 11,000 91 Swire Pacific Ltd. 10,000 62 ------ 393 ------ IRELAND-0.8% CRH PLC 4,639 95 ------ ITALY-3.7% ENI-Ente Nazionale Idrocarburi SpA 12,841 242 Telecom Italia SpA 65,818 195 ------ 437 ------ NUMBER OF VALUE SHARES (000) - -------------------------------------------------------------------------------- JAPAN-14.3% Acom Co. Ltd. 990 $ 45 Canon, Inc. 8,000 373 Fanuc Ltd. 1,400 84 Honda Motor Co. Ltd. 5,400 240 Hoya Corp. 1,700 156 Mitsubishi Tokyo Financial Group (a) 11 86 Nippon Telegraph & Telephone Corp. 51 246 NTT DoCoMo, Inc. 20 45 Ricoh Co. Ltd. 3,000 59 Rohm Co. Ltd. 700 82 Shin-Etsu Chemical Co. Ltd. 3,100 127 Shionogi Co. 3,000 56 Takeda Chemical Industries Ltd. 2,500 99 ------ 1,698 ------ NETHERLANDS-9.3% ABN-Amro Holdings NV 10,756 251 Heineken NV 1,394 53 ING Groep NV 12,901 301 Koninklijke Ahold NV (a) 7,402 56 Koninklijke (Royal) Philips Electronics NV 7,400 216 Reed Elsevier NV 8,039 100 TPG NV 3,000 70 VNU NV 1,710 54 ------ 1,101 ------ SINGAPORE-0.5% United Overseas Bank Ltd. 8,000 62 ------ SOUTH KOREA-4.1% Korea Electric Power Corp. 2,380 43 KT Corp. 1,560 58 POSCO 727 99 Samsung Electronics Co., Ltd. GDR 741 280 ------ 480 ------ SPAIN-3.7% Banco Santander Central Hispano SA 21,776 258 Telefonica SA 12,009 176 ------ 434 ------ SWITZERLAND-12.4% Nestle SA 1,675 418 Novartis AG 5,475 248 Roche Holdings AG 2,306 233 Swiss Reinsurance 3,060 207 UBS AG 5,285 362 ------ 1,468 ------ -- The Notes to Financial Statements are an integral part of these statements. 43 International Blend/Bank of Ireland Fund INVESTMENTS IN SECURITIES continued December 31, 2003 NUMBER OF VALUE SHARES (000) - -------------------------------------------------------------------------------- COMMON STOCKS continued UNITED KINGDOM-25.7% Barclays PLC 32,270 $ 287 British American Tobacco PLC 8,648 119 BT Group PLC 15,490 52 Cadbury Schweppes PLC 15,124 111 Centrica PLC 18,718 71 Compass Group PLC 15,723 107 Diageo PLC 12,326 162 GlaxoSmithKline PLC 10,129 231 HSBC Holdings PLC 12,111 190 Kingfisher PLC 14,683 73 Lloyds TSB Group PLC 25,353 203 Marks & Spencer Group PLC 6,000 31 Prudential PLC 12,692 107 Reed Elsevier PLC 5,764 48 Shell Transport and Trading Co. 27,938 207 Smith & Nephew PLC 9,367 78 Smiths Group PLC 3,334 39 Tesco PLC 34,517 159 Travis Perkins PLC 944 22 Unilever PLC 24,480 228 Vodafone Group PLC 131,243 325 Wolseley PLC 8,653 122 WPP Group PLC 7,157 70 ------ 3,042 ------ TOTAL COMMON STOCKS (Cost $10,501) 11,528 ------ WARRANTS-0.1% FRANCE-0.1% AXA expiring 12/21/04 (Cost - $6) 396 8 ------ NUMBER OF VALUE SHARES (000) - -------------------------------------------------------------------------------- SHORT-TERM OBLIGATION-2.4% MONEY MARKET FUND CIGNA Funds Group - Money Market Fund (Cost $290) (b) 290,277 $ 290 ------- TOTAL INVESTMENT IN SECURITIES-99.9% (Total Cost $10,797) (c) 11,826 Cash and Other Assets, Less Liabilities - 0.1% 15 ------- NET ASSETS-100.0% $11,841 ======= NOTES TO INVESTMENTS IN SECURITIES (a) Non-income producing security. (b) TimesSquare Capital Management, Inc., the fund's Investment Adviser, is also the Adviser to the CIGNA Funds Group - Money Market Fund. Tax Information (c) At December 31, 2003, the net unrealized appreciation of investments, based on cost for federal income tax purposes of $11,164,094 was as follows: Aggregate gross unrealized appreciation for all investments in which there was an excess of value over tax cost $ 1,483,180 Aggregate gross unrealized depreciation for all investments in which there was an excess of tax cost over value (819,545) ----------- Unrealized appreciation - net $ 663,635 =========== (d) As of December 31, 2003, the components of distributable earnings (excluding unrealized appreciation/(depreciation) disclosed above) on a tax basis consisted of the following: Undistributed ordinary income $ 5,294 Capital loss carryforward: expiring 2008 129,744 expiring 2009 597,403 expiring 2010 1,509,283 expiring 2011 685,797 ---------- $2,922,227 ========== - -- 44 The Notes to Financial Statements are an integral part of these statements. TimesSquare Core Plus Bond Fund INVESTMENTS IN SECURITIES December 31, 2003 PRINCIPAL VALUE (000) (000) - -------------------------------------------------------------------------------- LONG-TERM BONDS-92.9% BASIC MATERIALS-0.5% International Paper Co., 5.50%, 2014 $ 90 $ 90 Stora Enso Oyj, 7.38%, 2011 55 64 Weyerhaeuser Co., 5.25%, 2009 50 52 ---- 206 ---- COMMUNICATIONS & MEDIA-10.5% AT&T Corp., 8.75% (coupon change based on rating), 2031 35 41 AT&T Wireless Services, Inc., 8.13%, 2012 80 94 British Sky Broadcasting PLC, 8.20%, 2009 155 184 British Telecommunications PLC, 8.88% (coupon change based on rating), 2030 50 65 Comcast Corp., 5.85%, 2010 50 53 Deutsche Telekom International Finance BV, 8.50% (coupon change based on rating), 2010 120 145 8.75% (coupon change based on rating), 2030 85 109 France Telecom SA, 8.45% (coupon change based on rating), 2006 30 34 9.00% (coupon change based on rating), 2011 390 468 9.75% (coupon change based on rating), 2031 35 47 Kyivstar GSM, 12.75%, 2005 (144A security acquired Nov. 2002 & Jan. 2003 for $82) (b) 80 88 Koninklijke KPN, NV, 8.00%, 2010 190 227 Liberty Media Corp., 3.50%, 2006 320 322 5.70%, 2013 20 20 News America Holdings, 7.75%, 2045 60 71 7.90%, 2095 65 74 8.25%, 2096 20 24 News America, Inc., 6.75%, 2038 15 17 PTC International Finance II SA, 11.25%, 2009 165 182 Qwest Capital Funding Inc., 7.00%, 2009 15 15 Shaw Communications, Inc., 8.25%, 2010 90 102 7.20%, 2011 30 32 Sprint Capital Corp., 6.13%, 2008 45 48 8.38%, 2012 35 41 6.88%, 2028 125 122 8.75%, 2032 65 77 Tele Communications, Inc., 9.80%, 2012 115 150 7.88%, 2013 180 213 PRINCIPAL VALUE (000) (000) - -------------------------------------------------------------------------------- COMMUNICATIONS & MEDIA continued Telecom Italia Capital SA, 5.25%, 2013 (144A security acquired Oct. 2003 for $145) (b) $ 145 $ 145 6.38%, 2033 (144A security acquired Oct. 2003 for $80) (b) 80 80 TELUS Corp., 7.50%, 2007 120 134 8.00%, 2011 295 345 Time Warner, Inc., 8.18%, 2007 250 289 9.13%, 2013 60 76 8.05%, 2016 240 285 TPSA Finance BV, 7.75%, 2008 (144A security acquired Oct. 2002, Apr., June, July, Aug. & Oct. 2003 for $180) (b) 165 175 Univision Communications, Inc., 7.85%, 2011 155 184 Verizon Florida, Inc., 6.13%, 2013 55 59 ------ 4,837 ------ CONSUMER & RETAIL-3.7% Bunge Ltd. Finance Corp., 4.38%, 2008 (144A security acquired Dec. 2003 for $95) (b) 95 96 Campbell Soup Co., 5.88%, 2008 65 71 Heinz (H.J.) Co., 6.38%, 2028 10 11 Heinz (H.J.) Finance Co., 6.75%, 2032 40 45 Kellogg Co., 6.60%, 2011 220 247 Kraft Foods, Inc., 5.25%, 2007 35 37 5.63%, 2011 100 105 5.25%, 2013 135 136 Kroger Co., 7.50%, 2031 20 23 Michaels Stores, Inc., 9.25%, 2009 115 127 Miller Brewing Co., 5.50%, 2013 (144A security acquired Aug. 2003 for $84) (b) 85 87 Safeway, Inc., 7.25%, 2031 15 16 Schuler Homes, Inc., 9.38%, 2009 140 158 Toll Corp., 8.25%, 2011 55 61 VFB LLC, 10.25%, 2009 (a) 2,065 468 ------ 1,688 ------ DIVERSIFIED-0.6% General Electric Co., 5.00%, 2013 205 207 ITT Industries, Inc., 7.40%, 2025 70 80 ------ 287 ------ -- The Notes to Financial Statements are an integral part of these statements. 45 TimesSquare Core Plus Bond Fund INVESTMENTS IN SECURITIES continued December 31, 2003 PRINCIPAL VALUE (000) (000) - -------------------------------------------------------------------------------- LONG-TERM BONDS continued FINANCIAL-12.1% American Express Credit, Ser. 1999-1A, 5.60%, 2006 $415 $420 BankBoston Corp., 8.25%, 2026 50 58 Boeing Capital Corp., 6.10%, 2011 40 43 CIT Group, Inc., 6.50%, 2006 80 87 6.88%, 2009 30 34 Citigroup, Inc., 3.50%, 2008 400 401 7.25%, 2010 100 117 Countrywide Home Loans., 5.50%, 2007 25 27 Credit Suisse First Boston Mortgage Securities Corp., 4.63%, 2008 45 47 5.50%, 2013 35 36 Interest Only 7.50%, 2032 340 21 Interest Only 8.00%, 2032 460 29 Dresdner Bank AG New York, 7.25%, 2015 40 46 Dresdner Funding Trust I, 8.15%, 2031 (144A security acquired Apr. & June 2003 for $176) (b) 160 183 First Union Capital One, 7.94%, 2027 45 51 Ford Motor Credit Co., 6.88%, 2006 220 235 7.38%, 2009 145 159 7.38%, 2011 75 82 General Motors Acceptance Corp., 6.88%, 2011 265 285 7.25%, 2011 50 55 7.00%, 2012 25 27 Golden West Financial Corp., 4.13%, 2007 85 88 Goldman Sachs Group, Inc., 6.88%, 2011 155 176 Household Finance Corp., 4.13%, 2008 150 151 6.38%, 2012 90 99 HVB Funding Trust III, 9.00%, 2031 (144A security acquired June 2003 for $195) (b) 185 223 International Lease Finance Corp., 6.38%, 2009 80 88 Korea Development Bank, 4.25%, 2007 20 20 5.50%, 2012 10 10 Lehman Brothers Holdings, Inc., 6.63%, 2012 100 113 Manufacturers & Traders Trust, 8.00%, 2010 60 72 Midland Funding II, 13.25%, 2006 30 35 Morgan (J.P.) Co., 6.00%, 2009 95 104 Morgan Stanley Group, Inc., 6.75%, 2011 105 119 PRINCIPAL VALUE (000) (000) - -------------------------------------------------------------------------------- FINANCIAL continued National Rural Utilities Cooperative Finance Corp., 5.75%, 2009 $ 55 $ 60 NB Capital Trust IV, 8.25%, 2027 65 75 Old Kent Bank, Step Coupon (7.75% to 8/15/05), 2010 155 167 Prudential Funding LLC, 6.60%, 2008 (144A security acquired Aug. 2002 for $64) 60 67 Residential Asset Mortgage Products, Inc., Interest Only, 5.75%, 2005 (c) 1,216 52 Santander Central Hispano Issuance, 7.63%, 2010 80 95 Santander Financial Issuances, 6.80%, 2005 40 43 Sanwa Finance Aruba AEC, 8.35%, 2009 100 117 Sovereign Bancorp., Inc., 10.50%, 2006 555 656 Standard Chartered Bank, 8.00%, 2031 (144A security acquired Mar. & Aug. 2002 for $126) (b) 120 145 Takefuji Corp., 9.20%, 2011 (144A security acquired Dec. 2003 for $33) (b) 30 33 UFJ Finance Aruba AEC, 6.75%, 2013 100 107 Union Planters Corp., 6.75%, 2005 130 141 U.S. West Capital Funding, Inc., 6.50%, 2018 10 9 Wells Fargo & Co., 4.95%, 2013 65 65 ------ 5,573 ------ FOREIGN GOVERNMENT-2.3% Argentina (Republic of), 11.38%, 2017 180 50 Brazil (Federal Republic of), 9.25%, 2010 40 43 Bulgaria (Republic of), Floating Rate, 1.94%, 2024 100 99 Quebec (Province of Canada), 5.50%, 2006 255 274 5.00%, 2009 20 21 7.50%, 2023 190 233 Russian Federation, Step Coupon (5.00% to 3/31/07), 2030 (144A security acquired Sep. 2002, July, Sept. & Oct. 2003 for $194) (b) 235 226 United Mexican States, 8.30%, 2031 100 113 ------ 1,059 ------ HEALTH CARE-0.2% HCA, Inc., 5.25%, 2008 $ 45 $ 46 7.50%, 2033 25 26 Tenet Healthcare Corp., 7.38%, 2013 35 35 ------ 107 ------ - -- 46 The Notes to Financial Statements are an integral part of these statements. TimesSquare Core Plus Bond Fund INVESTMENTS IN SECURITIES continued December 31, 2003 PRINCIPAL VALUE (000) (000) - -------------------------------------------------------------------------------- LONG-TERM BONDS continued INDUSTRIAL-2.0% Arrow Electronics, Inc., 6.88%, 2013 $ 25 $ 27 Avnet, Inc., 9.75%, 2008 25 29 BAE Systems Holdings, 6.40%, 2011 (144A security acquired Dec. 2001, Nov. 2002 & Apr. 2003 for $228) (b) 225 242 Inco Limited, 5.70%, 2015 65 66 Lockheed Martin Corp., 8.20%, 2009 210 255 8.50%, 2029 115 151 Noranda, Inc., 6.00%, 2015 50 51 Systems 2001 Asset Trust LLC, 7.16%, 2011 (144A security acquired June 2001 & Mar. 2002 for $114) (b) 111 122 ---- 943 ---- INSURANCE-1.4% American Re Corp., 7.45%, 2026 155 173 AXA SA, 8.60%, 2030 55 69 Monumental Global Funding II, 3.85%, 2008 (144A security acquired Feb. 2003 for $95) (b) 95 96 Travelers Property Casualty Corp., 5.00%, 2013 65 65 Zurich Capital Trust I, 8.38%, 2037 (144A security acquired Jan., June, July, Aug. & Oct. 2003 for $209) (b) 215 247 ---- 650 ---- OIL & GAS-1.8% Amerada Hess Corp., 7.30%, 2031 100 103 Conoco Funding Co., 6.35%, 2011 250 280 Devon Financing Corp. ULC, 6.88%, 2011 60 68 Duke Capital Corp., 6.25%, 2013 15 16 Duke Energy Field Services LLC, 5.75%, 2006 20 21 6.88%, 2011 15 17 Occidental Petroleum Corp., 7.65%, 2006 215 236 6.75%, 2012 20 23 Petroleos Mexicanos, 9.50%, 2027 65 77 ---- 841 ---- PHARMACEUTICALS-0.7% Lilly (Eli) & Co., 6.77%, 2036 160 182 Wyeth, 5.25%, 2013 25 25 5.50%, 2014 100 101 ---- 308 ---- PRINCIPAL VALUE (000) (000) - -------------------------------------------------------------------------------- TRANSPORTATION-2.1% American Airlines, 7.38%, 2016 $ 162 $ 115 Burlington Northern Santa Fe, 6.75%, 2029 20 22 Continental Airlines, Inc., 6.90%, 2017 209 175 Federal Express Corp., 7.60%, 2097 45 50 Ford Motor Co., 6.38%, 2029 60 54 Norfolk Southern Corp., 7.70%, 2017 70 84 7.90%, 2097 90 106 Union Pacific Corp., 7.60%, 2005 145 155 5.75%, 2007 110 119 6.13%, 2012 85 92 ------ 972 ------ U.S. GOVERNMENT & AGENCIES (d)-52.0% Fannie Mae, 2.50%, 2008 1,975 1,908 4.38%, 2013 305 300 5.50%, 2017 528 547 7.00%, 2031 120 128 8.00%, 2031 89 96 6.50%, 2032 1,003 1,049 7.00%, 2032 1,020 1,082 5.50%, 2033 1,405 1,424 6.00%, 2033 475 491 6.50%, 2033 418 437 Interest Only 7.30%, 2042 (c) 2,869 73 Financing Corp., Principal Strips from 8.60%, 2019 241 99 9.70%, 2019 360 154 Freddie Mac, 2.75%, 2008 310 305 6.00%, 2017 452 474 4.50%, 2018 1,383 1,384 5.00%, 2018 1,555 1,586 6.00%, 2032 1,232 1,274 7.50%, 2032 387 415 5.00%, 2033 1,986 1,962 5.50%, 2033 1,495 1,514 Interest Only 9.75%, 2043 (c) 2,869 75 Ginnie Mae, 6.50%, 2031 241 254 6.50%, 2032 149 157 5.50%, 2033 385 392 6.00%, 2033 357 372 -- The Notes to Financial Statements are an integral part of these statements. 47 TimesSquare Core Plus Bond Fund INVESTMENTS IN SECURITIES continued December 31, 2003 PRINCIPAL VALUE (000) (000) - -------------------------------------------------------------------------------- LONG-TERM BONDS continued U.S. GOVERNMENT & AGENCIES continued U.S. Treasury Bonds, 8.75%, 2017 $ 560 $ 785 6.00%, 2026 900 998 U.S. Treasury Inflation Indexed Note, 3.00%, 2012 406 443 U.S. Treasury Notes, 7.88%, 2004 2,805 2,965 4.63%, 2006 725 768 5.00%, 2011 65 70 ------- 23,981 ------- UTILITIES-3.0% American Electric Power, Inc., 5.38%, 2010 20 21 Carolina Power & Light Co., 6.50%, 2012 55 61 CenterPoint Energy, 5.70%, 2013 (144A security acquired Mar. 2003 for $70) (b) 70 73 7.88%, 2013 (144A security acquired March, June & Dec. 2003 for $81) (b) 70 79 Columbus Southern Power Co., 5.50%, 2013 30 31 Detroit Edison Co., 6.13%, 2010 95 104 6.35%, 2032 15 16 Dominion Resources Inc., 6.25%, 2012 35 38 DPL, Inc., 8.25%, 2007 85 93 First Energy Corp., 5.50%, 2006 140 145 6.45%, 2011 170 176 7.38%, 2031 35 36 Nisource Finance Corp., 7.88%, 2010 110 131 Ohio Power Co., 5.50%, 2013 15 15 Oncor Electric Delivery Co., 7.25%, 2033 70 80 Pinnacle Partners LP, 8.83%, 2004 (144A security acquired Mar. & Oct. 2002 for $61) (b) 80 83 Progress Energy, Inc., 7.00%, 2031 60 64 Tenaska Alabama II Partners LP, 6.13%, 2023 (144A security acquired Oct. 2003 for $80) (b) 80 83 TXU Australia Holdings LP, 6.15%, 2013 (144A security acquired Dec. 2003 for $40) (b) 40 41 ------- 1,370 ------- TOTAL LONG-TERM BONDS (Cost - $41,437) 42,822 ------- NUMBER OF VALUE SHARES (000) - -------------------------------------------------------------------------------- PREFERRED STOCK-2.9% COMMUNICATIONS & MEDIA-0.3% Centaur Funding Corp., 9.08% (144A security acquired Jan., Aug. & Nov. 2001 for $130) (b) 120 147 --- FINANCIAL-2.6% BCI US Funding Trust, Step Coupon (8.01% to 7/15/08) (144A security acquired Jan. & Apr. 2003 for $209) (b) 190 218 DBS Capital Funding Corp., Step Coupon (7.66% to 3/21/2011) (144A security acquired Oct. 2003 for $197) (b) 175 202 IBJ Preferred Capital Co. LLC, Step Coupon (8.79% to 6/30/08) (144A security acquired Jan., July, Aug. & Dec. 2003 for $432) (b) 425 463 Natexis AMBS Co. LLC., Step Coupon (8.44% to 6/30/08) (144A security acquired May 2002 for $114) 105 123 RBS Capital Trust I, Step Coupon (4.71% to 7/01/13) 210 201 --- 1,207 ----- TOTAL PREFERRED STOCK (Cost - $1,291) 1,354 ----- SHORT-TERM OBLIGATIONS-3.3% MONEY MARKET FUND-3.1% CIGNA Funds Group - Money Market Fund (e) 1,431,427 1,431 ----- PRINCIPAL VALUE (000) (000) - -------------------------------------------------------------------------------- U.S. GOVERNMENT-0.2% U.S. Treasury Bills, 0.97%, 4/01/04 (f) $ 75 75 ------- TOTAL SHORT-TERM OBLIGATIONS (Cost - $1,506) 1,506 ------- TOTAL INVESTMENTS IN SECURITIES-99.1% (Total Cost - $44,234) (h) 45,682 Cash and Other Assets Less Liabilities - 0.9% 406 ------- NET ASSETS-100.0% $46,088 ======= - -- 48 The Notes to Financial Statements are an integral part of these statements. TimesSquare Core Plus Bond Fund INVESTMENTS IN SECURITIES continued December 31, 2003 - -------------------------------------------------------------------------------- NOTES TO INVESTMENTS IN SECURITIES (a) This is a fair valued security which is in default due to bankruptcy. The principal amount represents beneficial ownership interest for future cash receipts under the bankruptcy filings. (b) Indicates restricted security; the aggregate value of restricted securities is $3,767,131 (aggregate cost $3,514,267), which is approximately 8.2% of net assets. Valuations have been furnished by brokers trading in the securities or a pricing service for all restricted securities. (c) Illiquid security. (d) Agency obligations are not guaranteed by the U.S. Government. (e) TimesSquare Capital Management, Inc., the fund's Investment Adviser, is also the Adviser to the CIGNA Funds Group - Money Market Fund. (f) Pledged as collateral for financial futures contracts. At December 31, 2003, the Fund was long 8, 2-year U.S. Treasury Notes and 2, 30-year U.S., Treasury Bonds and was short 29, 5-year and 10, 10-year U.S. Treasury Notes, futures contracts, all expiring in March 2004. Net unrealized gain amounted to $3,368. Underlying face values of the long and short positions were $1,925,453 and ($4,357,602), respectively, and underlying market values were $1,931,000 and ($4,359,781), respectively. (g) A summary of outstanding forward currency contracts, as of December 31, 2003, is as follows: Net Unrealized Settlement Forward Foreign Contract Appreciation Date Contract Currency Value (Depreciation) - ------------ -------- ---------- -------- -------------- Buys 3/12/04 Euro 600,000 660,830 93,652 Sells 3/12/04 Euro 600,000 705,765 (48,717) Tax Information (h) At December 31, 2003, the net unrealized appreciation of investments, based on cost for federal income tax purposes of $44,530,453, was as follows: Aggregate gross unrealized appreciation for all investments in which there was an excess of value over tax cost $1,417,263 Aggregate gross unrealized depreciation for all investments in which there was an excess of tax cost over value (265,909) ---------- Unrealized appreciation - net $1,151,354 ========== (i) As of December 31, 2003, the components of distributable earnings (excluding unrealized appreciation/(depreciation) disclosed above) on a tax basis consisted of the following: Undistributed ordinary income $166,507 Capital loss carryforward expiring 2010 $384,929 -- The Notes to Financial Statements are an integral part of these statements. 49 CIGNA Funds Group STATEMENTS OF ASSETS AND LIABILITIES December 31, 2003 (In Thousands) Balanced Large Large Fund Cap Growth/ Cap Value/ (sub-advised by Morgan John A. Wellington Stanley Levin & Co. Management) Fund Fund - ----------------------------------------------------------------------------------------- Assets: Investments in securities at value $16,674 $ 14,139 $ 25,259 Cash 81 87 1 Foreign currency (Cost $45) - - - Interest and dividends receivable, net of withholding taxes 79 10 27 Receivable for investments sold 40 254 267 Receivable for fund shares sold 29 2 14 Swap contracts receivable - - - Futures variation margin receivable - - - Receivable for forward currency contracts - - - Prepaid registration fees 9 9 9 Investment for Trustees' deferred compensation plan (A) 1 1 ------- -------- -------- Total assets 16,912 14,502 25,578 ------- -------- -------- Liabilities: Payable for investments purchased 242 206 661 Payable for fund shares purchased 38 15 14 Payable for forward currency contracts - - - Futures variation margin payable - - - Custodian fees payable 21 18 18 Audit and legal fees payable 18 19 19 Insurance expenses payable 8 8 8 Shareholder servicing and distribution fees payable to Distributor 9 9 16 Administrative services fees payable 5 4 5 Advisory fees payable 3 4 10 Deferred Trustees' fees payable (A) 1 1 Other accrued expenses 3 3 3 ------- -------- -------- Total liabilities 347 287 755 ------- -------- -------- Net Assets $16,565 $ 14,215 $ 24,823 ======= ======== ======== Components of Net Assets: Paid-in capital $16,717 $ 18,023 $ 24,905 Undistributed (overdistributed) net investment income 5 - 116 Accumulated net realized gain (loss) on investments (1,930) (5,494) (3,833) Net unrealized appreciation of investments, futures, forward contracts and swaps 1,773 1,686 3,635 ------- -------- -------- Net Assets $16,565 $ 14,215 $ 24,823 ======= ======== ======== Net Assets Institutional Class $ 4,893 $ 3,154 $ 4,981 Premier Class 5,569 4,708 9,905 Retail Class 6,103 6,353 9,937 ------- -------- -------- $16,565 $ 14,215 $ 24,823 ======= ======== ======== Shares Outstanding Institutional Class 501 471 529 Premier Class 571 707 1,053 Retail Class 629 963 1,060 Net Asset Value and Redemption Price per Share Institutional Class $ 9.76 $ 6.70 $ 9.43 Premier Class $ 9.75 $ 6.66 $ 9.41 Retail Class $ 9.71 $ 6.60 $ 9.37 Cost of Investments $14,901 $ 12,453 $ 21,624 ======= ======== ======== Small International TimesSquare S&P Small Cap Value/ Blend/ Core 500(R) Cap Growth/ Perkins, Wolf Bank of Plus Index TimesSquare McDonnell Ireland Bond Fund Fund Fund Fund Fund - ------------------------------------------------------------------------------------------------------------------------- Assets: Investments in securities at value $192,071 $402,465 $111,088 $ 11,826 $45,682 Cash 52 - 1 1 52 Foreign currency (Cost $45) - - - 47 - Interest and dividends receivable, net of withholding taxes 221 6 70 37(1) 457 Receivable for investments sold 814 3,825 137 3 - Receivable for fund shares sold 84 212 61 1 1 Swap contracts receivable - - - - 12 Futures variation margin receivable 71 - - - - Receivable for forward currency contracts - - - - 93 Prepaid registration fees 9 - 5 9 9 Investment for Trustees' deferred compensation plan 7 2 1 (A) 3 -------- -------- -------- -------- ------- Total assets 193,329 406,510 111,363 11,924 46,309 -------- -------- -------- -------- ------- Liabilities: Payable for investments purchased 760 3,165 - - 52 Payable for fund shares purchased 2 132 403 - - Payable for forward currency contracts - - - - 48 Futures variation margin payable - - - - 6 Custodian fees payable 51 47 26 49 34 Audit and legal fees payable 28 22 18 19 18 Insurance expenses payable 18 15 11 8 18 Shareholder servicing and distribution fees payable to Distributor - 24 42 - 6 Administrative services fees payable 15 6 6 4 11 Advisory fees payable 69 303 77 2 13 Deferred Trustees' fees payable 7 2 1 (A) 3 Other accrued expenses 18 11 - 1 12 -------- -------- -------- -------- ------- Total liabilities 968 3,727 584 83 221 -------- -------- -------- -------- ------- Net Assets $192,361 $402,783 $110,779 $ 11,841 $46,088 ======== ======== ======== ======== ======= Components of Net Assets: Paid-in capital $202,411 $346,080 $ 91,040 $ 14,157 $45,292 Undistributed (overdistributed) net investment income (3) (1) 27 (2) (125) Accumulated net realized gain (loss) on investments (11,866) 3,817 2,858 (3,350) (575) Net unrealized appreciation of investments, futures, forward contracts and swaps 1,819 52,887 16,854 1,036 1,496 -------- -------- -------- -------- ------- Net Assets $192,361 $402,783 $110,779 $ 11,841 $46,088 ======== ======== ======== ======== ======= Net Assets Institutional Class $138,017 $324,742 $ 48,164 $ 3,725 $40,472 Premier Class 9,092 67,375 33,318 5,317 2,515 Retail Class 45,252 10,666 29,297 2,799 3,101 -------- -------- -------- -------- ------- $192,361 $402,783 $110,779 $ 11,841 $46,088 ======== ======== ======== ======== ======= Shares Outstanding Institutional Class 20,287 29,356 3,406 489 3,915 Premier Class 1,332 6,115 2,367 697 244 Retail Class 6,678 974 2,095 371 302 Net Asset Value and Redemption Price per Share Institutional Class $ 6.80 $ 11.06 $ 14.14 $ 7.63 $ 10.34 Premier Class $ 6.83 $ 11.02 $ 14.07 $ 7.62 $ 10.30 Retail Class $ 6.78 $ 10.94 $ 13.98 $ 7.55 $ 10.27 Cost of Investments $190,901 $349,578 $ 94,234 $ 10,797 $44,234 ======== ======== ======== ======== ======= (1)Including foreign tax reclaim receivable of $25 and cost of $20. (A) Amount less than $1. - -- 50 The Notes to Financial Statements are an integral part of these statements. CIGNA Funds Group STATEMENTS OF OPERATIONS For the year ended December 31, 2003 (In Thousands) Balanced Large Large Fund Cap Growth/ Cap Value/ (sub-advised by Morgan John A. Wellington Stanley Levin & Co. Management) Fund Fund - ------------------------------------------------------------------------------------------ Investment Income: Dividends (net of foreign taxes withheld) $ 219 $ 133 $ 401 Interest 228 - - ------ ------ ------- 447 133 401 Expenses: Investment advisory fees 104 93 143 Custodian fees and expenses 59 56 51 Administrative services fees 22 21 23 Registration fees 35 35 35 Audit and legal fees 27 27 28 Distribution fees Premier Class - - - Retail Class 13 13 22 Shareholder servicing fees Premier Class 10 7 13 Retail Class 10 11 18 Insurance expense 8 8 8 Shareholder reports 3 3 4 Other 1 - 2 ------ ------ ------- Total expenses 292 274 347 Less expenses waived and reimbursed by Adviser or Distributor (146) (149) (138) ------ ------ ------- Net expenses 146 125 209 ------ ------ ------- Net Investment Income (Loss) 301 8 192 ------ ------ ------- Realized and Unrealized Gain (Loss) on Investments: Net realized gain (loss) from: Currency contracts - - - Futures contracts - - - Swap contracts - - - Securities transactions (72) 456 (2,352) ------ ------ ------- (72) 456 (2,352) ------ ------ ------- Net change in unrealized appreciation (depreciation): Currency contracts - - - Futures contracts - - - Swap contracts - - - Investments 2,325 2,144 7,443 ------ ------ ------- 2,325 2,144 7,443 ------ ------ ------- Net Realized and Unrealized Gain on Investments 2,253 2,600 5,091 ------ ------ ------- Net Increase in Net Assets Resulting from Operations $2,554 $2,608 $ 5,283 ====== ====== ======= Small International TimesSquare S&P Small Cap Value/ Blend/ Core 500(R) Cap Growth/ Perkins, Wolf Bank of Plus Index TimesSquare McDonnell Ireland Bond Fund Fund Fund Fund Fund - ------------------------------------------------------------------------------------------------------------------- Investment Income: Dividends (net of foreign taxes withheld) $ 2,712 $ 390 $ 1,134 $ 248 $ 86 Interest 16 - - - 3,127 ------- ------- ------- ------ ------- 2,728 390 1,134 248 3,213 Expenses: Investment advisory fees 343 2,021 605 95 389 Custodian fees and expenses 151 118 71 110 109 Administrative services fees 73 42 31 20 54 Registration fees 37 71 41 35 36 Audit and legal fees 42 33 26 27 28 Distribution fees Premier Class - - - - 2 Retail Class 82 21 48 5 8 Shareholder servicing fees Premier Class 9 62 37 11 4 Retail Class 66 17 38 5 8 Insurance expense 19 15 12 8 18 Shareholder reports 24 15 4 2 15 Other 17 12 3 - 5 ------- ------- ------- ------ ------- Total expenses 863 2,427 916 318 676 Less expenses waived and reimbursed by Adviser or Distributor (337) (141) (123) (200) (347) ------- ------- ------- ------ ------- Net expenses 526 2,286 793 118 329 ------- ------- ------- ------ ------- Net Investment Income (Loss) 2,202 (1,896) 341 130 2,884 ------- ------- ------- ------ ------- Realized and Unrealized Gain (Loss) on Investments: Net realized gain (loss) from: Currency contracts - - - 8 71 Futures contracts 4,733 - - - (344) Swap contracts - - - - 540 Securities transactions (145) 15,795 5,063 (596) 5,109 ------- ------- ------- ------ ------- 4,588 15,795 5,063 (588) 5,376 ------- ------- ------- ------ ------- Net change in unrealized appreciation (depreciation): Currency contracts - - - 5 43 Futures contracts 877 - - - 130 Swap contracts - - - - (1) Investments 34,678 54,524 18,395 3,052 (2,299) ------- ------- ------- ------ ------- 35,555 54,524 18,395 3,057 (2,127) ------- ------- ------- ------ ------- Net Realized and Unrealized Gain on Investments 40,143 70,319 23,458 2,469 3,249 ------- ------- ------- ------ ------- Net Increase in Net Assets Resulting from Operations $42,345 $68,423 $23,799 $2,599 $ 6,133 ======= ======= ======= ====== ======= -- The Notes to Financial Statements are an integral part of these statements. 51 CIGNA Funds Group STATEMENTS OF CHANGES IN NET ASSETS (In Thousands) Balanced Fund (sub-advised by Large Cap Growth/ Wellington Management) Morgan Stanley Fund ---------------------- ------------------------- For the Year Ended For the Year Ended December 31, December 31, ---------------------- ------------------------- 2003 2002 2003 2002 - --------------------------------------------------------------------------------------------------- Operations: Net investment income (loss) $ 301 $ 309 $ 8 $ (2) Net realized gain (loss) on Investments (72) (890) 456 (2,935) Net unrealized appreciation (depreciation) on Investments 2,325 (913) 2,144 (383) -------- -------- -------- -------- Net increase (decrease) from operations 2,554 (1,494) 2,608 (3,320) -------- -------- -------- -------- Dividends and Distributions: From net investment income Institutional Class (125) (112) (5) - Premier Class (133) (113) (3) - Retail Class (132) (107) - - From net realized capital gains Institutional Class - - - - Premier Class - - - - Retail Class - - - - -------- -------- -------- -------- Total dividends and distributions (390) (332) (8) - -------- -------- -------- -------- Capital Share Transactions: Institutional Class Net proceeds from sales of shares 11 - 91 226 Net asset value of shares issued to shareholders in reinvestment of dividends and distributions 125 112 5 - -------- -------- -------- -------- 136 112 96 226 Cost of shares redeemed - - (90) (85) -------- -------- -------- -------- Total from Institutional Class 136 112 6 141 -------- -------- -------- -------- Premier Class Net proceeds from sales of shares 492 229 988 586 Net asset value of shares issued to shareholders in reinvestment of dividends and distributions 133 113 3 - -------- -------- -------- -------- 625 342 991 586 Cost of shares redeemed (216) (57) (252) (253) -------- -------- -------- -------- Total from Premier Class 409 285 739 333 -------- -------- -------- -------- Retail Class Net proceeds from sales of shares 1,511 2,075 2,869 3,062 Net asset value of shares issued to shareholders in reinvestment of dividends and distributions 132 107 - - -------- -------- -------- -------- 1,643 2,182 2,869 3,062 Cost of shares redeemed (852) (582) (1,978) (654) -------- -------- -------- -------- Total from Retail Class 791 1,600 891 2,408 -------- -------- -------- -------- Net increase from Fund share transactions 1,336 1,997 1,636 2,882 -------- -------- -------- -------- Total Net Increase (Decrease) in Net Assets 3,500 171 4,236 (438) Net Assets: Beginning of period 13,065 12,894 9,979 10,417 -------- -------- -------- -------- End of period* $ 16,565 $ 13,065 $ 14,215 $ 9,979 ======== ======== ======== ======== * Includes undistributed (overdistributed) net investment income of: $ 5 $ 44 $ - $ - ======== ======== ======== ======== Large Cap Value/ John A. Levin & Co. Fund S&P 500(R) Index Fund ------------------------ -------------------------- For the Year Ended For the Year Ended December 31, December 31, ------------------------- -------------------------- 2003 2002 2003 2002 ------------- -------- ----------- -------- Operations: Net investment income (loss) $ 192 $ 155 $ 2,202 $ 2,075 Net realized gain (loss) on Investments (2,352) (1,378) 4,588 (9,347) Net unrealized appreciation (depreciation) on Investments 7,443 (3,838) 35,555 (33,650) ------- ------- -------- -------- Net increase (decrease) from operations 5,283 (5,061) 42,345 (40,922) ------- ------- -------- -------- Dividends and Distributions: From net investment income Institutional Class (56) (40) (1,762) (1,832) Premier Class (97) (49) (106) (33) Retail Class (71) (44) (427) (260) From net realized capital gains Institutional Class - - - - Premier Class - - - - Retail Class - - - - ------- ------- -------- -------- Total dividends and distributions (224) (133) (2,295) (2,125) ------- ------- -------- -------- Capital Share Transactions: Institutional Class Net proceeds from sales of shares 107 292 463 428 Net asset value of shares issued to shareholders in reinvestment of dividends and distributions 56 40 1,762 1,832 ------- ------- -------- -------- 163 332 2,225 2,260 Cost of shares redeemed (6) (62) (15,899) (3) ------- ------- -------- -------- Total from Institutional Class 157 270 (13,674) 2,257 ------- ------- -------- -------- Premier Class Net proceeds from sales of shares 3,306 1,820 6,433 1,673 Net asset value of shares issued to shareholders in reinvestment of dividends and distributions 97 49 106 33 ------- ------- -------- -------- 3,403 1,869 6,539 1,706 Cost of shares redeemed (990) (752) (1,254) (918) ------- ------- -------- -------- Total from Premier Class 2,413 1,117 5,285 788 ------- ------- -------- -------- Retail Class Net proceeds from sales of shares 5,499 4,909 20,140 14,389 Net asset value of shares issued to shareholders in reinvestment of dividends and distributions 71 44 427 260 ------- ------- -------- -------- 5,570 4,953 20,567 14,649 Cost of shares redeemed (4,372) (1,128) (6,877) (4,502) ------- ------- -------- -------- Total from Retail Class 1,198 3,825 13,690 10,147 ------- ------- -------- -------- Net increase from Fund share transactions 3,768 5,212 5,301 13,192 ------- ------- -------- -------- Total Net Increase (Decrease) in Net Assets 8,827 18 45,351 (29,855) Net Assets: Beginning of period 15,996 15,978 147,010 176,865 ------- ------- -------- -------- End of period* $24,823 $15,996 $192,361 $147,010 ======= ======= ======== ======== * Includes undistributed (overdistributed) net investment income of: $ 116 $ 148 $ (3) $ 18 ======= ======= ======== ======== 52 The Notes to Financial Statements are an integral part of these statements. CIGNA Funds Group STATEMENTS OF CHANGES IN NET ASSETS continued (In Thousands) Small Cap Value/ Small Cap Growth/ Perkins, Wolf, McDonnell TimesSquare Fund Fund ----------------------- ------------------------ For the Year Ended For the Year Ended December 31, December 31, ----------------------- ------------------------ 2003 2002 2003 2002 --------- ------- ---------- --------- Operations: Net investment income (loss) $ (1,896) $ (341) $ 341 $ 109 Net realized gain (loss) on Investments 15,795 (2,761) 5,063 (725) Net unrealized appreciation (depreciation) on Investments 54,524 (2,920) 18,395 (3,305) -------- ------- -------- --------- Net increase (decrease) from operations 68,423 (6,022) 23,799 (3,921) -------- ------- -------- --------- Dividends and Distributions: From net investment income Institutional Class (3,632) - (859) (16) Premier Class (697) - (576) (8) Retail Class (81) - (454) - From net realized capital gains Institutional Class (912) - - (120) Premier Class (190) - - (114) Retail Class (30) - - (138) -------- ------- -------- ------- Total dividends and distributions (5,542) - (1,889) (396) -------- ------- -------- ------- Capital Share Transactions: Institutional Class Net proceeds from sales of shares 233,127 46,629 35,699 5,805 Net asset value of shares issued to shareholders in reinvestment of dividends and distributions 4,544 - 859 136 -------- ------- -------- ------- 237,671 46,629 36,558 5,941 Cost of shares redeemed (16,286) (731) (9,667) (9) -------- ------- -------- ------- Total from Institutional Class 221,385 45,898 26,891 5,932 -------- ------- -------- ------- Premier Class Net proceeds from sales of shares 67,121 600 26,853 4,582 Net asset value of shares issued to shareholders in reinvestment of dividends and distributions 887 - 576 122 -------- ------- -------- ------- 68,008 600 27,429 4,704 Cost of shares redeemed (14,825) (290) (11,063) (598) -------- ------- -------- ------- Total from Premier Class 53,183 310 16,366 4,106 -------- ------- -------- ------- Retail Class Net proceeds from sales of shares 4,300 4,334 15,879 10,723 Net asset value of shares issued to shareholders in reinvestment of dividends and distributions 111 - 454 138 -------- ------- -------- ------- 4,411 4,334 16,333 10,861 Cost of shares redeemed (2,828) (1,472) (6,698) (2,035) -------- ------- -------- ------- Total from Retail Class 1,583 2,862 9,635 8,826 -------- ------- -------- ------- Net increase (decrease) from Fund share transactions 276,151 49,070 52,892 18,864 -------- ------- -------- ------- Total Net Increase (Decrease) in Net Assets 339,032 43,048 74,802 14,547 Net Assets: Beginning of period 63,751 20,703 35,977 21,430 -------- ------- -------- ------- End of period* $402,783 $63,751 $110,779 $35,977 ======== ======= ======== ======= * Includes undistributed (overdistributed) net investment income of: $ (1) $ (1) $ 27 $ 96 ======== ======= ======== ======== International Blend/ TimesSquare Bank of Ireland Fund Core Plus Bond Fund -------------------------- ---------------------------- For the Year Ended For the Year Ended December 31, December 31, -------------------------- ---------------------------- 2003 2002 2003 2002 --------- -------- ----------- ------------ Operations: Net investment income (loss) $ 130 $ 88 $ 2,884 $ 4,383 Net realized gain (loss) on Investments (588) (1,844) 5,376 (275) Net unrealized appreciation (depreciation) on Investments 3,057 (137) (2,127) 4,437 ----------- ----------- ----------- ----------- Net increase (decrease) from operations 2,599 (1,893) 6,133 8,545 ----------- ----------- ----------- ----------- Dividends and Distributions: From net investment income Institutional Class (52) (32) (3,809) (5,963) Premier Class (61) (35) (97) (47) Retail Class (28) (13) (164) (60) From net realized capital gains Institutional Class - - - (64) Premier Class - - - (1) Retail Class - - - (1) ----------- ----------- ----------- ----------- Total dividends and distributions (141) (80) (4,070) (6,136) ----------- ----------- ----------- ----------- Capital Share Transactions: Institutional Class Net proceeds from sales of shares 37 1,271 52,006 4,176 Net asset value of shares issued to shareholders in reinvestment of dividends and distributions 52 32 3,809 6,027 ----------- ----------- ----------- ----------- 89 1,303 55,815 10,203 Cost of shares redeemed (1) (1,252) (119,063) (1,656) ----------- ----------- ----------- ----------- Total from Institutional Class 88 51 (63,248) 8,547 ----------- ----------- ----------- ----------- Premier Class Net proceeds from sales of shares 481 707 1,591 882 Net asset value of shares issued to shareholders in reinvestment of dividends and distributions 61 35 97 48 ----------- ----------- ----------- ----------- 542 742 1,688 930 Cost of shares redeemed (390) (446) (386) (235) ----------- ----------- ----------- ----------- Total from Premier Class 152 296 1,302 695 ----------- ----------- ----------- ----------- Retail Class Net proceeds from sales of shares 794 2,240 3,651 3,260 Net asset value of shares issued to shareholders in reinvestment of dividends and distributions 28 13 164 61 ----------- ----------- ----------- ----------- 822 2,253 3,815 3,321 Cost of shares redeemed (485) (1,519) (2,651) (2,056) ----------- ----------- ----------- ----------- Total from Retail Class 337 734 1,164 1,265 ----------- ----------- ----------- ----------- Net increase (decrease) from Fund share transactions 577 1,081 (60,782) 10,507 ----------- ----------- ----------- ----------- Total Net Increase (Decrease) in Net Assets 3,035 (892) (58,719) 12,916 Net Assets: Beginning of period 8,806 9,698 104,807 91,891 ----------- ----------- ----------- ----------- End of period* $ 11,841 $ 8,806 $ 46,088 $ 104,807 =========== =========== =========== =========== * Includes undistributed (overdistributed) net investment income of: $ (2) $ (1) $ (125) $ (236) =========== =========== =========== =========== -- The Notes to Financial Statements are an integral part of these statements. 53 CIGNA Funds Group FINANCIAL HIGHLIGHTS - INSTITUTIONAL CLASS Balanced Fund (sub-advised by Wellington Management)(1) ----------------------------------------------------------------- For the Year/Period Ended December 31, ----------------------------------------------------------------- 2003 2002 2001(e) 2000 ----------- ----------- ----------- ----------- Per Share Operating Performance: Net asset value, beginning of period $ 8.40 $ 9.68 $ 10.07 $ 10.00 Income from investment operations Net investment income (loss)(d) 0.21 0.24(f) 0.24 0.27 Net realized and unrealized gain (loss) on investments 1.41 (1.28) (0.41) 0.10 ----------- ----------- ----------- ----------- Total from investment operations 1.62 (1.04) (0.17) 0.37 ----------- ----------- ----------- ----------- Less dividends and distributions: Dividends from net investment income (0.26) (0.24) (0.22) (0.30) ----------- ----------- ----------- ----------- Total dividends and distributions (0.26) (0.24) (0.22) (0.30) ----------- ----------- ----------- ----------- Net asset value, end of period $ 9.76 $ 8.40 $ 9.68 $ 10.07 =========== =========== =========== =========== Total Return(a) 19.27% (10.77)% (1.67)% 3.66%(b) Ratios to Average Net Assets Gross expenses 1.83% 1.78% 1.72% 1.76%(c) Fees and expenses waived or borne by the Adviser or Distributor 1.03% 0.98% 0.92% 0.96%(c) Net expenses 0.80% 0.80% 0.80% 0.80%(c) Net investment income (loss)(d) 2.34% 2.59% 2.49% 2.78%(c) Portfolio Turnover 50% 56% 104% 67%(b) Net Assets, End of Period (000 omitted) $ 4,893 $ 4,094 $ 4,585 $ 4,663 Large Cap Growth/Morgan Stanley Fund(1) ----------------------------------------------------------------- For the Year/Period Ended December 31, ----------------------------------------------------------------- 2003 2002 2001 2000 ----------- ----------- ----------- ----------- Per Share Operating Performance: Net asset value, beginning of period $ 5.39 $ 7.44 $ 8.72 $ 10.00 Income from investment operations Net investment income (loss)(d) 0.02 0.01 (A)(f) (0.01) Net realized and unrealized gain (loss) on investments 1.30 (2.06) (1.28) (1.27) ----------- ----------- ----------- ----------- Total from investment operations 1.32 (2.05) (1.28) (1.28) ----------- ----------- ----------- ----------- Less dividends and distributions: Dividends from net investment income (0.01) - - - ----------- ----------- ----------- ----------- Total dividends and distributions (0.01) - - - ----------- ----------- ----------- ----------- Net asset value, end of period $ 6.70 $ 5.39 $ 7.44 $ 8.72 =========== =========== =========== =========== Total Return(a) 24.49% (27.55)% (14.68)% (12.80)%(b) Ratios to Average Net Assets Gross expenses 2.07% 2.18% 2.18% 1.79%(c) Fees and expenses waived or borne by the Adviser or Distributor 1.27% 1.38% 1.38% 0.99%(c) Net expenses 0.80% 0.80% 0.80% 0.80%(c) Net investment income (loss)(d) 0.33% 0.21% 0.06% (0.11)%(c) Portfolio Turnover 131% 149% 91% 75%(b) Net Assets, End of Period (000 omitted) $ 3,154 $ 2,528 $ 3,347 $ 3,926 Large Cap Value/John A. Levin & Co. Fund(1) ----------------------------------------------------------------- For the Year/Period Ended December 31, ----------------------------------------------------------------- 2003 2002 2001 2000 ----------- ----------- ----------- ----------- Per Share Operating Performance: Net asset value, beginning of period $ 7.41 $ 10.24 $ 10.85 $ 10.00 Income from investment operations Net investment income(d) 0.10(f) 0.09 0.11(f) 0.13 Net realized and unrealized gain (loss) on investments 2.03 (2.84) (0.57) 1.28 ----------- ----------- ----------- ----------- Total from investment operations 2.13 (2.75) (0.46) 1.41 ----------- ----------- ----------- ----------- Less dividends and distributions: Dividends from net investment income (0.11) (0.08) (0.15) (0.56) Distributions from net realized capital gains - - - - ----------- ----------- ----------- ----------- Total dividends and distributions (0.11) (0.08) (0.15) (0.56) ----------- ----------- ----------- ----------- Net asset value, end of period $ 9.43 $ 7.41 $ 10.24 $ 10.85 =========== =========== =========== =========== Total Return(a) 28.74% (26.85)% (4.21)% 14.03%(b) Ratios to Average Net Assets Gross expenses 1.51% 1.48% 1.47% 1.55%(c) Fees and expenses waived or borne by the Adviser or Distributor 0.71% 0.68% 0.67% 0.75%(c) Net expenses 0.80% 0.80% 0.80% 0.80%(c) Net investment income(d) 1.25% 1.17% 1.09% 1.05%(c) Portfolio Turnover 89% 44% 45% 62%(b) Net Assets, End of Period (000 omitted) $ 4,981 $ 3,778 $ 4,915 $ 5,130 S&P 500(R) Index Fund(2) ------------------------------------------------------------------------ For the Year/Period Ended December 31, ------------------------------------------------------------------------ 2003 2002 2001 2000 1999 ----------- ----------- ----------- ----------- ----------- Per Share Operating Performance: Net asset value, beginning of period $ 5.37 $ 7.01 $ 8.11 $ 10.09 $ 8.55 Income from investment operations Net investment income(d) 0.09 0.08 0.12 0.14 0.11 Net realized and unrealized gain (loss) on investments 1.43 (1.64) (1.10) (0.98) 1.66 ----------- ----------- ----------- ----------- ----------- Total from investment operations 1.52 (1.56) (0.98) (0.84) 1.77 ----------- ----------- ----------- ----------- ----------- Less dividends and distributions: Dividends from net investment income (0.09) (0.08) (0.12) (0.19) (0.14) Distributions from net realized capital gains - - (A) (0.95) (0.09) ----------- ----------- ----------- ----------- ----------- Total dividends and distributions (0.09) (0.08) (0.12) (1.14) (0.23) ----------- ----------- ----------- ----------- ----------- Net asset value, end of period $ 6.80 $ 5.37 $ 7.01 $ 8.11 $ 10.09 =========== =========== =========== =========== =========== Total Return(a) 28.29% (22.21)% (12.08)% (9.24)% 20.66% Ratios to Average Net Assets Gross expenses 0.44% 0.44% 0.44% 0.38% 0.36% Fees and expenses waived or borne by the Adviser or Distributor 0.19% 0.19% 0.19% 0.13% 0.01% Net expenses 0.25% 0.25% 0.25% 0.25% 0.35% Net investment income(d) 1.43% 1.35% 1.59% 1.46% 1.11% Portfolio Turnover 2% 4% 2% 9% 3% Net Assets, End of Period (000 omitted) $ 138,017 $ 121,170 $ 155,364 $ 176,707 $ 352,417 1 Commenced operations on January 20, 2000. 2 All per share data for the S&P 500(R) Index Fund's Institutional Class as of December 31, 2001 and earlier has been restated to reflect a 1.62 to 1 stock split effective August 15, 2001. (A) Less than $0.01 per share. (a) Had the Adviser or Distributor not waived or reimbursed a portion of expenses, total return would have been reduced. (b) Not annualized. (c) Annualized. (d) Net investment income per share has been calculated in accordance with SEC requirements, unless otherwise noted, with the exception that end of the year accumulated undistributed/ (overdistributed) net investment income has not been adjusted to reflect current year permanent differences between financial and tax accounting. (e) Effective January 1, 2001, the Fund was required to start amortizing premium and discount on all debt securities. The effect of this change on net investment income per share was an increase of $0.01 per share. The effect to the ratio of net investment income to average net assets was an increase of 0.05%. Per share, ratios, and supplemental data for periods prior to January 1, 2001, have not been restated to reflect this change in accounting principle. (f) Per share numbers have been calculated using average shares. - -- 54 The Notes to Financial Statements are an integral part of these statements. CIGNA Funds Group FINANCIAL HIGHLIGHTS - INSTITUTIONAL CLASS continued Small Cap Growth/TimesSquare Fund(2) ------------------------------------------------------------ For the Year/Period Ended December 31, ------------------------------------------------------------ 2003 2002 2001 2000 ----------- ----------- ----------- ----------- Per Share Operating Performance: Net asset value, beginning of period $ 8.16 $ 10.00 $ 11.00 $ 10.00 Income from investment operations Net investment income (loss)(d) (0.09)(f) (0.07)(f) (0.06) (0.01) Net realized and unrealized gain (loss) on investments 3.15 (1.77) (0.94) 1.16 ----------- ----------- ----------- ----------- Total from investment operations 3.06 (1.84) (1.00) 1.15 ----------- ----------- ----------- ----------- Less dividends and distributions: Dividends from net investment income (0.13) - - (0.10) Distributions from net realized capital gains (0.03) - - - Distributions from capital - - - (0.05) ----------- ----------- ----------- ----------- Total dividends and distributions (0.16) - - (0.15) ----------- ----------- ----------- ----------- Net asset value, end of period $ 11.06 $ 8.16 $ 10.00 $ 11.00 =========== =========== =========== =========== Total Return(a) 37.48% (18.40)% (9.09)% 11.51%(b) Ratios to Average Net Assets Gross expenses 1.12% 1.45% 1.75% 1.81%(c) Fees and expenses waived or borne by the Adviser or Distributor 0.07% 0.40% 0.70% 0.76%(c) Net expenses 1.05% 1.05% 1.05% 1.05%(c) Net investment income (loss)(d) (0.86)% (0.85)% (0.66)% (0.12)%(c) Portfolio Turnover 61% 57% 160% 140%(b) Net Assets, End of Period (000 omitted) $ 324,742 $ 51,762 $ 9,441 $ 16,552 Small Cap Value/Perkins, Wolf, McDonnell Fund(1) ---------------------------------------------------------------- For the Year/Period Ended December 31, ---------------------------------------------------------------- 2003 2002 2001 2000 ---------- ---------- ---------- ---------- Per Share Operating Performance: Net asset value, beginning of period $ 10.23 $ 12.15 $ 11.38 $ 10.00 Income from investment operations Net investment income (loss)(d) 0.09(f) 0.07(f) 0.13(f) 0.34 Net realized and unrealized gain (loss) on investments 4.09 (1.87) 2.38 2.59 ---------- ---------- ---------- ---------- Total from investment operations 4.18 (1.80) 2.51 2.93 ---------- ---------- ---------- ---------- Less dividends and distributions: Dividends from net investment income (0.27) (0.01) (1.36) (1.55) Distributions from net realized capital gains - (0.11) (0.38) - Distributions from capital - - - - ---------- ---------- ---------- ---------- Total dividends and distributions (0.27) (0.12) (1.74) (1.55) ---------- ---------- ---------- ---------- Net asset value, end of period $ 14.14 $ 10.23 $ 12.15 $ 11.38 ========== ========== ========== ========== Total Return(a) 40.82% (14.80)% 21.78% 29.22%(b) Ratios to Average Net Assets Gross expenses 1.24% 1.54% 1.70% 1.98%(c) Fees and expenses waived or borne by the Adviser or Distributor 0.19% 0.49% 0.65% 0.93%(c) Net expenses 1.05% 1.05% 1.05% 1.05%(c) Net investment income (loss)(d) 0.75% 0.64% 1.03% 1.69%(c) Portfolio Turnover 58% 42% 59% 102%(b) Net Assets, End of Period (000 omitted) $ 48,164 $ 11,913 $ 7,079 $ 5,812 International Blend/Bank of Ireland Fund(3) ----------------------------------------------------------- For the Year/Period Ended December 31, ----------------------------------------------------------- 2003 2002 2001 2000 ----------- ------------- ------------- ------------------- Per Share Operating Performance: Net asset value, beginning of period $ 6.01 $ 7.46 $ 9.41 $ 10.00 Income from investment operations Net investment income(d) 0.10 0.08 0.07 0.07 Net realized and unrealized gain (loss) on investments 1.63 (1.46) (1.94) (0.46) --------- --------- --------- --------- Total from investment operations 1.73 (1.38) (1.87) (0.39) --------- --------- --------- --------- Less dividends and distributions: Dividends from net investment income (0.11) (0.07) (0.08) (0.11) Distributions from net realized capital gains - - - - Distributions from capital - - - (0.09) --------- --------- --------- --------- Total dividends and distributions (0.11) (0.07) (0.08) (0.20) --------- --------- --------- --------- Net asset value, end of period $ 7.63 $ 6.01 $ 7.46 $ 9.41 ========= ========= ========= ========= Total Return(a) 28.79% (18.50)% (19.85)% (3.84)%(b) Ratios to Average Net Assets Gross expenses 3.11% 3.19% 2.55% 2.59%(c) Fees and expenses waived or borne by the Adviser or Distributor 2.06% 2.14% 1.50% 1.54%(c) Net expenses 1.05% 1.05% 1.05% 1.05%(c) Net investment income(d) 1.55% 1.13% 0.91% 0.69%(c) Portfolio Turnover 18% 29% 12% 27%(b) Net Assets, End of Period (000 omitted) $ 3,725 $ 2,855 $ 3,466 $ 4,326 TimesSquare/Core Plus Bond Fund -------------------------------------------------------- For the Year/Period Ended December 31, -------------------------------------------------------- 2003 2002 2001(e) 2000 ----------- ----------- ----------- ----------- Per Share Operating Performance: Net asset value, beginning of period $ 10.19 $ 9.96 $ 10.27 $ 10.00 Income from investment operations Net investment income(d) 0.43(f) 0.45(f) 0.59(f) 0.63 Net realized and unrealized gain (loss) on investments 0.33 0.41 0.29 0.34 ----------- ----------- ----------- ----------- Total from investment operations 0.76 0.86 0.88 0.97 ----------- ----------- ----------- ----------- Less dividends and distributions: Dividends from net investment income (0.61) (0.62) (1.12) (0.69) Distributions from net realized capital gains - (0.01) (0.07) (0.01) Distributions from capital - - - - ----------- ----------- ----------- ----------- Total dividends and distributions (0.61) (0.63) (1.19) (0.70) ----------- ----------- ----------- ----------- Net asset value, end of period $ 10.34 $ 10.19 $ 9.96 $ 10.27 =========== =========== =========== =========== Total Return(a) 7.66% 8.90% 8.80% 9.93% Ratios to Average Net Assets Gross expenses 0.95% 0.80% 0.80% 0.83% Fees and expenses waived or borne by the Adviser or Distributor 0.50% 0.35% 0.35% 0.38% Net expenses 0.45% 0.45% 0.45% 0.45% Net investment income(d) 4.24% 4.48% 5.69% 6.74% Portfolio Turnover 194% 396% 351% 310% Net Assets, End of Period (000 omitted) $ 40,472 $ 101,734 $ 90,835 $ 83,540 1 Commenced operations on January 20, 2000. 2 Commenced operations on January 21, 2000. 3 Commenced operations on January 24, 2000. (a) Had the Adviser or Distributor not waived or reimbursed a portion of expenses, total return would have been reduced. (b) Not annualized. (c) Annualized. (d) Net investment income per share has been calculated in accordance with SEC requirements, unless otherwise noted, with the exception that end of the year accumulated undistributed/ (overdistributed) net investment income has not been adjusted to reflect current year permanent differences between financial and tax accounting. (e) Effective January 1, 2001, the Fund was required to start amortizing premium and discount on all debt securities. The effect of this change on net investment income per share was a decrease of $0.01 per share. The effect to the ratio of net investment income to average net assets was a decrease of 0.07%. Per share, ratios, and supplemental data for periods prior to January 1, 2001, have not been restated to reflect this change in accounting principle. (f) Per share numbers have been calculated using average shares. -- The Notes to Financial Statements are an integral part of these statements. 55 CIGNA Funds Group FINANCIAL HIGHLIGHTS - PREMIER CLASS Balanced Fund (sub-advised by Wellington Management)(1) ------------------------------------------------------- For the Year/Period Ended December 31, ------------------------------------------------------- 2003 2002 2001(e) 2000 --------- --------- --------- --------- Per Share Operating Performance: Net asset value, beginning of period $ 8.39 $ 9.67 $ 10.05 $ 10.00 Income from investment operations Net investment income (loss)(d) 0.18 0.22(f) 0.23 0.25 Net realized and unrealized gain (loss) on investments 1.42 (1.28) (0.41) 0.09 --------- --------- --------- --------- Total from investment operations 1.60 (1.06) (0.18) 0.34 --------- --------- --------- --------- Less dividends and distributions: Dividends from net investment income (0.24) (0.22) (0.20) (0.29) --------- --------- --------- --------- Total dividends and distributions (0.24) (0.22) (0.20) (0.29) --------- --------- --------- --------- Net asset value, end of period $ 9.75 $ 8.39 $ 9.67 $ 10.05 ========= ========= ========= ========= Total Return(a) 19.08% (10.97)% (1.78)% 3.41%(b) Ratios to Average Net Assets Gross expenses 2.03% 1.98% 1.92% 1.96%(c) Fees and expenses waived or borne by the Adviser or Distributor 1.03% 0.98% 0.92% 0.96%(c) Net expenses 1.00% 1.00% 1.00% 1.00%(c) Net investment income (loss)(d) 2.14% 2.40% 2.32% 2.58%(c) Portfolio Turnover 50% 56% 104% 67%(b) Net Assets, End of Period (000 omitted) $ 5,569 $ 4,429 $ 4,786 $ 4,964 Large Cap Growth/Morgan Stanley Fund(1) ----------------------------------------------------- For the Year/Period Ended December 31, ----------------------------------------------------- 2003 2002 2001 2000 --------- --------- --------- --------- Per Share Operating Performance: Net asset value, beginning of period $ 5.36 $ 7.41 $ 8.71 $ 10.00 Income from investment operations Net investment income (loss)(d) 0.01 (A) (0.01) (f) (0.03) Net realized and unrealized gain (loss) on investments 1.29 (2.05) (1.29) (1.26) --------- --------- --------- --------- Total from investment operations 1.30 (2.05) (1.30) (1.29) --------- --------- --------- --------- Less dividends and distributions: Dividends from net investment income (A) - - - --------- --------- --------- --------- Total dividends and distributions (A) - - - --------- --------- --------- --------- Net asset value, end of period $ 6.66 $ 5.36 $ 7.41 $ 8.71 ========= ========= ========= ========= Total Return(a) 24.34% (27.67)% (14.93)% (12.90)%(b) Ratios to Average Net Assets Gross expenses 2.27% 2.38% 2.38% 1.99%(c) Fees and expenses waived or borne by the Adviser or Distributor 1.27% 1.38% 1.38% 0.99%(c) Net expenses 1.00% 1.00% 1.00% 1.00%(c) Net investment income (loss)(d) 0.13% 0.01% (0.15)% (0.31)%(c) Portfolio Turnover 131% 149% 91% 75%(b) Net Assets, End of Period (000 omitted) $ 4,708 $ 3,140 $ 3,984 $ 4,377 Large Cap Value/John A. Levin & Co. Fund(1) -------------------------------------------------------- For the Year/Period Ended December 31, --------------------------------------------------------- 2003 2002 2001 2000 --------- --------- --------- --------- Per Share Operating Performance: Net asset value, beginning of period $ 7.40 $ 10.22 $ 10.83 $ 10.00 Income from investment operations Net investment income(d) 0.08(f) 0.06 0.13(f) 0.10 Net realized and unrealized gain (loss) on investments 2.03 (2.82) (0.61) 1.28 --------- --------- --------- --------- Total from investment operations 2.11 (2.76) (0.48) 1.38 --------- --------- --------- --------- Less dividends and distributions: Dividends from net investment income (0.10) (0.06) (0.13) (0.55) Distributions from net realized capital gains - - - - --------- --------- --------- --------- Total dividends and distributions (0.10) (0.06) (0.13) (0.55) --------- --------- --------- --------- Net asset value, end of period $ 9.41 $ 7.40 $ 10.22 $ 10.83 ========= ========= ========= ========= Total Return(a) 28.47% 26.97% (4.39)% 13.78%(b) Ratios to Average Net Assets Gross expenses 1.71% 1.68% 1.67% 1.75%(c) Fees and expenses waived or borne by the Adviser or Distributor 0.71% 0.68% 0.67% 0.75%(c) Net expenses 1.00% 1.00% 1.00% 1.00%(c) Net investment income(d) 1.04% 0.99% 0.89% 0.85%(c) Portfolio Turnover 89% 44% 45% 62%(b) Net Assets, End of Period (000 omitted) $ 9,905 $ 5,780 $ 6,657 $ 5,842 S&P 500(R) Index Fund(2) ------------------------------------------------------ For the Year/Period Ended December 31, ------------------------------------------------------ 2003 2002 2001 2000 --------- --------- --------- --------- Per Share Operating Performance: Net asset value, beginning of period $ 5.38 $ 7.01 $ 8.11 $ 10.00 Income from investment operations Net investment income(d) 0.07 0.08 0.08 0.15 Net realized and unrealized gain (loss) on investments 1.46 (1.64) (1.07) (0.82) --------- --------- --------- --------- Total from investment operations 1.53 (1.56) (0.99) (0.67) --------- --------- --------- --------- Less dividends and distributions: Dividends from net investment income (0.08) (0.07) (0.11) (0.25) Distributions from net realized capital gains - - (A) (0.97) --------- --------- --------- --------- Total dividends and distributions (0.08) (0.07) (0.11) (1.22) --------- --------- --------- --------- Net asset value, end of period $ 6.83 $ 5.38 $ 7.01 $ 8.11 ========= ========= ========= ========= Total Return(a) 28.48% (22.24)% (12.20)% (7.64)%(b) Ratios to Average Net Assets Gross expenses 0.63% 0.63% 0.64% 0.58%(c) Fees and expenses waived or borne by the Adviser or Distributor 0.28% 0.28% 0.29% 0.23%(c) Net expenses 0.35% 0.35% 0.35% 0.35%(c) Net investment income(d) 1.34% 1.25% 1.59% 1.36%(c) Portfolio Turnover 2% 4% 2% 9%(b) Net Assets, End of Period (000 omitted) $ 9,092 $ 2,561 $ 2,596 $ 846 1 Commenced operations on January 20, 2000. 2 Commenced operations on January 21, 2000. (A) Less than $0.01 per share. (a) Had the Adviser or Distributor not waived or reimbursed a portion of expenses, total return would have been reduced. (b) Not annualized. (c) Annualized. (d) Net investment income per share has been calculated in accordance with SEC requirements, unless otherwise noted, with the exception that end of the year accumulated undistributed/ (overdistributed) net investment income has not been adjusted to reflect current year permanent differences between financial and tax accounting. (e) Effective January 1, 2001, the Fund was required to start amortizing premium and discount on all debt securities. The effect of this change on net investment income per share was an increase of $0.01 per share. The effect to the ratio of net investment income to average net assets was an increase of 0.04%. Per share, ratios, and supplemental data for periods prior to January 1, 2001, have not been restated to reflect this change in accounting principle. (f) Per share numbers have been calculated using average shares. - -- 56 The Notes to Financial Statements are an integral part of these statements. CIGNA Funds Group FINANCIAL HIGHLIGHTS - PREMIER CLASS continued Small Cap Growth/TimesSquare Fund(2) ------------------------------------------------------------ For the Year/Period Ended December 31, ------------------------------------------------------------ 2003 2002 2001 2000 ---------- ---------- ---------- ---------- Per Share Operating Performance: Net asset value, beginning of period $ 8.12 $ 9.97 $ 10.98 $ 10.00 Income from investment operations Net investment income (loss)(d) (0.11)(f) (0.09)(f) (0.08) (0.02) Net realized and unrealized gain (loss) on investments 3.16 (1.76) (0.93) 1.15 ---------- ---------- ---------- ---------- Total from investment operations 3.05 (1.85) (1.01) 1.13 ---------- ---------- ---------- ---------- Less dividends and distributions: Dividends from net investment income (0.12) - - (0.10) Distributions from net realized capital gains (0.03) - - - Distributions from capital - - - (0.05) ---------- ---------- ---------- ---------- Total dividends and distributions (0.15) - - (0.15) ---------- ---------- ---------- ---------- Net asset value, end of period $ 11.02 $ 8.12 $ 9.97 $ 10.98 ========== ========== ========== ========== Total Return(a) 37.53% (18.56)% (9.20)% 11.26%(b) Ratios to Average Net Assets Gross expenses 1.32% 1.65% 1.95% 2.01%(c) Fees and expenses waived or borne by the Adviser or Distributor 0.07% 0.40% 0.70% 0.76%(c) Net expenses 1.25% 1.25% 1.25% 1.25%(c) Net investment income (loss)(d) (1.06)% (1.06)% (0.87)% (0.32)%(c) Portfolio Turnover 61% 57% 160% 140%(b) Net Assets, End of Period (000 omitted) $ 67,375 $ 5,482 $ 6,370 $ 6,640 Small Cap Value/Perkins, Wolf, McDonnell Fund(1) ---------------------------------------------------------------- For the Year/Period Ended December 31, ---------------------------------------------------------------- 2003 2002 2001 2000 ---------- ---------- ---------- ---------- Per Share Operating Performance: Net asset value, beginning of period $ 10.19 $ 12.12 $ 11.37 $ 10.00 Income from investment operations Net investment income (loss)(d) 0.06(f) 0.05(f) 0.10(f) 0.32 Net realized and unrealized gain (loss) on investments 4.07 (1.86) 2.37 2.59 ---------- ---------- ---------- ---------- Total from investment operations 4.13 (1.81) 2.47 2.91 ---------- ---------- ---------- ---------- Less dividends and distributions: Dividends from net investment income (0.25) (0.01) (1.34) (1.54) Distributions from net realized capital gains - (0.11) (0.38) - Distributions from capital - - - - ---------- ---------- ---------- ---------- Total dividends and distributions (0.25) (0.12) (1.72) (1.54) ---------- ---------- ---------- ---------- Net asset value, end of period $ 14.07 $ 10.19 $ 12.12 $ 11.37 ========== ========== ========== ========== Total Return(a) 40.53% (14.97)% 21.53% 28.96%(b) Ratios to Average Net Assets Gross expenses 1.45% 1.74% 1.90% 2.18%(c) Fees and expenses waived or borne by the Adviser or Distributor 0.20% 0.49% 0.65% 0.93%(c) Net expenses 1.25% 1.25% 1.25% 1.25%(c) Net investment income (loss)(d) 0.54% 0.47% 0.82% 1.49%(c) Portfolio Turnover 58% 42% 59% 102%(b) Net Assets, End of Period (000 omitted) $ 33,318 $ 10,934 $ 8,125 $ 6,178 International Blend/Bank of Ireland Fund(3) ------------------------------------------------------ For the Year/Period Ended December 31, ------------------------------------------------------ 2003 2002 2001 2000 --------- --------- --------- --------- Per Share Operating Performance: Net asset value, beginning of period $ 6.00 $ 7.45 $ 9.39 $ 10.00 Income from investment operations Net investment income(d) 0.09 0.06 0.05 0.04 Net realized and unrealized gain (loss) on investments 1.62 (1.46) (1.93) (0.45) --------- --------- --------- --------- Total from investment operations 1.71 (1.40) (1.88) (0.41) --------- --------- --------- --------- Less dividends and distributions: Dividends from net investment income (0.09) (0.05) (0.06) (0.11) Distributions from net realized capital gains - - - - Distributions from capital - - - (0.09) --------- --------- --------- --------- Total dividends and distributions (0.09) (0.05) (0.06) (0.20) --------- --------- --------- --------- Net asset value, end of period $ 7.62 $ 6.00 $ 7.45 $ 9.39 ========= ========= ========= ========= Total Return(a) 28.56% (18.76)% (19.98)% (4.09)%(b) Ratios to Average Net Assets Gross expenses 3.36% 3.44% 2.80% 2.84%(c) Fees and expenses waived or borne by the Adviser or Distributor 2.11% 2.19% 1.55% 1.59%(c) Net expenses 1.25% 1.25% 1.25% 1.25%(c) Net investment income(d) 1.35% 0.95% 0.65% 0.49%(c) Portfolio Turnover 18% 29% 12% 27%(b) Net Assets, End of Period (000 omitted) $ 5,317 $ 4,059 $ 4,739 $ 5,001 TimesSquare/Core Plus Bond Fund(2) -------------------------------------------------------------- For the Year/Period Ended December 31, --------------------------------------------------------------- 2003 2002 2001(e) 2000 ---------- --------- ---------- ---------- Per Share Operating Performance: Net asset value, beginning of period $ 10.16 $ 9.95 $ 10.28 $ 10.00 Income from investment operations Net investment income(d) 0.39(f) 0.43(f) 0.50(f) 0.57 Net realized and unrealized gain (loss) on investments 0.34 0.38 0.34 0.40 ---------- --------- ---------- ---------- Total from investment operations 0.73 0.81 0.84 0.97 ---------- --------- ---------- ---------- Less dividends and distributions: Dividends from net investment income (0.59) (0.59) (1.10) (0.68) Distributions from net realized capital gains - (0.01) (0.07) (0.01) Distributions from capital - - - - ---------- --------- ---------- ---------- Total dividends and distributions (0.59) (0.60) (1.17) (0.69) ---------- --------- ---------- ---------- Net asset value, end of period $ 10.30 $ 10.16 $ 9.95 $ 10.28 ========== ========= ========== ========== Total Return(a) 7.31% 8.44% 8.36% 9.92%(b) Ratios to Average Net Assets Gross expenses 1.35% 1.20% 1.20% 1.23%(c) Fees and expenses waived or borne by the Adviser or Distributor 0.50% 0.35% 0.35% 0.38%(c) Net expenses 0.85% 0.85% 0.85% 0.85%(c) Net investment income(d) 4.04% 4.41% 5.15% 6.34%(c) Portfolio Turnover 194% 396% 351% 310%(b) Net Assets, End of Period (000 omitted) $ 2,515 $ 1,186 $ 462 $ 128 1 Commenced operations on January 20, 2000. 2 Commenced operations on January 21, 2000. 3 Commenced operations on January 24, 2000. (a) Had the Adviser or Distributor not waived or reimbursed a portion of expenses, total return would have been reduced. (b) Not annualized. (c) Annualized. (d) Net investment income per share has been calculated in accordance with SEC requirements, unless otherwise noted, with the exception that end of the year accumulated undistributed/ (overdistributed) net investment income has not been adjusted to reflect current year permanent differences between financial and tax accounting. (e) Effective January 1, 2001, the Fund was required to start amortizing premium and discount on all debt securities. The effect of this change on net investment income per share was a decrease of $0.01 per share. The effect to the ratio of net investment income to average net assets was a decrease of 0.06%. Per share, ratios, and supplemental data for periods prior to January 1, 2001, have not been restated to reflect this change in accounting principle. (f) Per share numbers have been calculated using average shares. -- The Notes to Financial Statements are an integral part of these statements. 57 CIGNA Funds Group FINANCIAL HIGHLIGHTS - RETAIL CLASS Balanced Fund (sub-advised by Wellington Management)(1) ------------------------------------------------------- For the Year/Period Ended December 31, ------------------------------------------------------- 2003 2002 2001(e) 2000 --------- --------- --------- --------- Per Share Operating Performance: Net asset value, beginning of period $ 8.36 $ 9.64 $ 10.04 $ 10.00 Income from investment operations Net investment income (loss)(d) 0.17 0.19(f) 0.21 0.17 Net realized and unrealized gain (loss) on investments 1.40 (1.27) (0.42) 0.16 --------- --------- --------- --------- Total from investment operations 1.57 (1.08) (0.21) 0.33 --------- --------- --------- --------- Less dividends and distributions: Dividends from net investment income (0.22) (0.20) (0.19) (0.29) --------- --------- --------- --------- Total dividends and distributions (0.22) (0.20) (0.19) (0.29) --------- --------- --------- --------- Net asset value, end of period $ 9.71 $ 8.36 $ 9.64 $ 10.04 ========= ========= ========= ========= Total Return(a) 18.79% (11.17)% (2.14)% 3.25%(b) Ratios to Average Net Assets Gross expenses 2.28% 2.23% 2.17% 2.21%(c) Fees and expenses waived or borne by the Adviser or Distributor 1.03% 0.98% 0.92% 0.96%(c) Net expenses 1.25% 1.25% 1.25% 1.25%(c) Net investment income (loss)(d) 1.91% 2.16% 2.07% 2.33%(c) Portfolio Turnover 50% 56% 104% 67%(b) Net Assets, End of Period (000 omitted) $ 6,103 $ 4,542 $ 3,523 $ 2,180 Large Cap Growth/Morgan Stanley Fund(1) ------------------------------------------------------ For the Year/Period Ended December 31, ------------------------------------------------------ 2003 2002 2001 2000 --------- --------- --------- --------- Per Share Operating Performance: Net asset value, beginning of period $ 5.32 $ 7.37 $ 8.69 $ 10.00 Income from investment operations Net investment income (loss)(d) (0.01) (A) (0.03)(f) (0.04) Net realized and unrealized gain (loss) on investments 1.29 (2.05) (1.29) (1.27) --------- --------- --------- --------- Total from investment operations 1.28 (2.05) (1.32) (1.31) --------- --------- --------- --------- Less dividends and distributions: Dividends from net investment income - - - - --------- --------- --------- --------- Total dividends and distributions - - - - --------- --------- --------- --------- Net asset value, end of period $ 6.60 $ 5.32 $ 7.37 $ 8.69 ========= ========= ========= ========= Total Return(a) 24.06% (27.82)% (15.19)% (13.10)%(b) Ratios to Average Net Assets Gross expenses 2.52% 2.63% 2.63% 2.24%(c) Fees and expenses waived or borne by the Adviser or Distributor 1.27% 1.38% 1.38% 0.99%(c) Net expenses 1.25% 1.25% 1.25% 1.25%(c) Net investment income (loss)(d) (0.12)% (0.20)% (0.39)% (0.56)%(c) Portfolio Turnover 131% 149% 91% 75%(b) Net Assets, End of Period (000 omitted) $ 6,353 $ 4,311 $ 3,086 $ 2,107 Large Cap Value/John A. Levin & Co. Fund(1) ---------------------------------------------------------- For the Year/Period Ended December 31, ---------------------------------------------------------- 2003 2002 2001 2000 --------- --------- --------- --------- Per Share Operating Performance: Net asset value, beginning of period $ 7.37 $ 10.19 $ 10.81 $ 10.00 Income from investment operations Net investment income(d) 0.07(f) 0.06 0.06(f) 0.07 Net realized and unrealized gain (loss) on investments 2.00 (2.83) (0.56) 1.28 --------- --------- --------- --------- Total from investment operations 2.07 (2.77) (0.50) 1.35 --------- --------- --------- --------- Less dividends and distributions: Dividends from net investment income (0.07) (0.05) (0.12) (0.54) Distributions from net realized capital gains - - - - --------- --------- --------- --------- Total dividends and distributions (0.07) (0.05) (0.12) (0.54) --------- --------- --------- --------- Net asset value, end of period $ 9.37 $ 7.37 $ 10.19 $ 10.81 ========= ========= ========= ========= Total Return(a) 28.09% 27.17% (4.61)% 13.52%(b) Ratios to Average Net Assets Gross expenses 1.95% 1.93% 1.92% 2.00%(c) Fees and expenses waived or borne by the Adviser or Distributor 0.70% 0.68% 0.67% 0.75%(c) Net expenses 1.25% 1.25% 1.25% 1.25%(c) Net investment income(d) 0.82% 0.80% 0.64% 0.60%(c) Portfolio Turnover 89% 44% 45% 62%(b) Net Assets, End of Period (000 omitted) $ 9,937 $ 6,438 $ 4,406 $ 1,934 S&P 500(R) Index Fund(2) ---------------------------------------------------------- For the Year/Period Ended December 31, ---------------------------------------------------------- 2003 2002 2001 2000 ---------- ---------- ---------- ---------- Per Share Operating Performance: Net asset value, beginning of period $ 5.35 $ 6.99 $ 8.09 $ 10.00 Income from investment operations Net investment income(d) 0.07 0.06 0.09 0.13 Net realized and unrealized gain (loss) on investments 1.43 (1.64) (1.09) (0.83) ---------- ---------- ---------- ---------- Total from investment operations 1.50 (1.58) (1.00) (0.70) ---------- ---------- ---------- ---------- Less dividends and distributions: Dividends from net investment income (0.07) (0.06) (0.10) (0.24) Distributions from net realized capital gains - - (A) (0.97) ---------- ---------- ---------- ---------- Total dividends and distributions (0.07) (0.06) (0.10) (1.21) ---------- ---------- ---------- ---------- Net asset value, end of period $ 6.78 $ 5.35 $ 6.99 $ 8.09 ========== ========== ========== ========== Total Return(a) 27.97% (22.59)% (12.41)% (7.94)%(b) Ratios to Average Net Assets Gross expenses 0.88% 0.88% 0.89% 0.83%(c) Fees and expenses waived or borne by the Adviser or Distributor 0.28% 0.28% 0.29% 0.23%(c) Net expenses 0.60% 0.60% 0.60% 0.60%(c) Net investment income(d) 1.08% 1.02% 1.27% 1.11%(c) Portfolio Turnover 2% 4% 2% 9%(b) Net Assets, End of Period (000 omitted) $ 45,252 $ 23,279 $ 18,905 $ 10,427 1 Commenced operations on January 20, 2000. 2 Commenced operations on January 21, 2000. (A) Less than $0.01 per share (a) Had the Adviser or Distributor not waived or reimbursed a portion of expenses, total return would have been reduced. (b) Not annualized. (c) Annualized. (d) Net investment income per share has been calculated in accordance with SEC requirements, unless otherwise noted, with the exception that end of the year accumulated undistributed/ (overdistributed) net investment income has not been adjusted to reflect current year permanent differences between financial and tax accounting. (e) Effective January 1, 2001, the Fund was required to start amortizing premium and discount on all debt securities. The effect of this change on net investment income per share was an increase of $0.02 per share. The effect to the ratio of net investment income to average net assets was an increase of 0.05%. Per share, ratios, and supplemental data for periods prior to January 1, 2001, have not been restated to reflect this change in accounting principle. (f) Per share numbers have been calculated using average shares. - -- 58 The Notes to Financial Statements are an integral part of these statements. CIGNA Funds Group FINANCIAL HIGHLIGHTS - RETAIL CLASS continued Small Cap Growth/TimesSquare Fund(2) -------------------------------------------------------------- For the Year/Period Ended December 31, -------------------------------------------------------------- 2003 2002 2001 2000 ---------- ---------- --------- ----------- Per Share Operating Performance: Net asset value, beginning of period $ 8.07 $ 9.93 $ 10.96 $ 10.00 Income from investment operations Net investment income (loss)(d) (0.12)(f) (0.11)(f) (0.07) (0.04) Net realized and unrealized gain (loss) on investments 3.11 (1.75) (0.96) 1.14 ---------- ---------- --------- ----------- Total from investment operations 2.99 (1.86) (1.03) 1.10 ---------- ---------- --------- ----------- Less dividends and distributions: Dividends from net investment income (0.09) - - (0.09) Distributions from net realized capital gains (0.03) - - - Distributions from capital - - - (0.05) ---------- ---------- --------- ----------- Total dividends and distributions (0.12) - - (0.14) ---------- ---------- --------- ----------- Net asset value, end of period $ 10.94 $ 8.07 $ 9.93 $ 10.96 ========== ========== ========= =========== Total Return(a) 37.02% (18.73)% (9.40)% 11.00%(b) Ratios to Average Net Assets Gross expenses 1.57% 1.90% 2.18% 2.26%(c) Fees and expenses waived or borne by the Adviser or Distributor 0.07% 0.40% 0.68% 0.76%(c) Net expenses 1.50% 1.50% 1.50% 1.50%(c) Net investment income (loss)(d) (1.31)% (1.30)% (1.14)% (0.57)%(c) Portfolio Turnover 61% 57% 160% 140%(b) Net Assets, End of Period (000 omitted) $ 10,666 $ 6,507 $ 4,892 $ 2,905 Small Cap Value/Perkins, Wolf, McDonnell Fund(1) ---------------------------------------------------------------- For the Year/Period Ended December 31, ---------------------------------------------------------------- 2003 2002 2001 2000 ---------- ---------- ---------- ---------- Per Share Operating Performance: Net asset value, beginning of period $ 10.14 $ 12.07 $ 11.34 $ 10.00 Income from investment operations Net investment income (loss)(d) 0.03(f) 0.03(f) 0.07(f) 0.27 Net realized and unrealized gain (loss) on investments 4.03 (1.85) 2.36 2.60 ---------- ---------- ---------- ---------- Total from investment operations 4.06 (1.82) 2.43 2.87 ---------- ---------- ---------- ---------- Less dividends and distributions: Dividends from net investment income (0.22) - (1.32) (1.53) Distributions from net realized capital gains - (0.11) (0.38) - Distributions from capital - - - - ---------- ---------- ---------- ---------- Total dividends and distributions (0.22) (0.11) (1.70) (1.53) ---------- ---------- ---------- ---------- Net asset value, end of period $ 13.98 $ 10.14 $ 12.07 $ 11.34 ========== ========== ========== ========== Total Return(a) 40.07% (15.18)% 21.28% 28.60%(b) Ratios to Average Net Assets Gross expenses 1.70% 1.99% 2.15% 2.43%(c) Fees and expenses waived or borne by the Adviser or Distributor 0.20% 0.49% 0.65% 0.93%(c) Net expenses 1.50% 1.50% 1.50% 1.50%(c) Net investment income (loss)(d) 0.23% 0.24% 0.58% 1.24%(c) Portfolio Turnover 58% 42% 59% 102%(b) Net Assets, End of Period (000 omitted) $ 29,297 $ 13,130 $ 6,226 $ 1,973 International Blend/Bank of Ireland Fund(3) ---------------------------------------------------- For the Year/Period Ended December 31, ---------------------------------------------------- 2003 2002 2001 2000 ------- --------- --------- ----------- Per Share Operating Performance: Net asset value, beginning of period $ 5.95 $ 7.42 $ 9.37 $ 10.00 Income from investment operations Net investment income(d) 0.06 0.04 0.04 (A) Net realized and unrealized gain (loss) on investments 1.62 (1.47) (1.94) (0.44) ------- --------- --------- ----------- Total from investment operations 1.68 (1.43) (1.90) (0.44) ------- --------- --------- ----------- Less dividends and distributions: Dividends from net investment income (0.08) (0.04) (0.05) (0.10) Distributions from net realized capital gains - - - - Distributions from capital - - - (0.09) ------- --------- --------- ----------- Total dividends and distributions (0.08) (0.04) (0.05) (0.19) ------- --------- --------- ----------- Net asset value, end of period $ 7.55 $ 5.95 $ 7.42 $ 9.37 ======= ========= ========= =========== Total Return(a) 28.22% (19.23)% (20.29)% (4.35)%(b) Ratios to Average Net Assets Gross expenses 3.61% 3.69% 3.05% 3.09%(c) Fees and expenses waived or borne by the Adviser or Distributor 2.11% 2.19% 1.55% 1.59%(c) Net expenses 1.50% 1.50% 1.50% 1.50%(c) Net investment income(d) 1.09% 0.61% 0.38% 0.24%(c) Portfolio Turnover 18% 29% 12% 27%(b) Net Assets, End of Period (000 omitted) $ 2,799 $ 1,892 $ 1,493 $ 1,371 TimesSquare/Core Plus Bond Fund(2) --------------------------------------------------------------- For the Year/Period Ended December 31, --------------------------------------------------------------- 2003 2002 2001(e) 2000 ---------- --------- ---------- ---------- Per Share Operating Performance: Net asset value, beginning of period $ 10.12 $ 9.92 $ 10.27 $ 10.00 Income from investment operations Net investment income(d) 0.41(f) 0.41(f) 0.54(f) 0.51 Net realized and unrealized gain (loss) on investments 0.30 0.39 0.28 0.45 ---------- --------- ---------- ---------- Total from investment operations 0.71 0.80 0.82 0.96 ---------- --------- ---------- ---------- Less dividends and distributions: Dividends from net investment income (0.56) (0.59) (1.10) (0.68) Distributions from net realized capital gains - (0.01) (0.07) (0.01) Distributions from capital - - - - ---------- --------- ---------- ---------- Total dividends and distributions (0.56) (0.60) (1.17) (0.69) ---------- --------- ---------- ---------- Net asset value, end of period $ 10.27 $ 10.12 $ 9.92 $ 10.27 ========== ========= ========== ========== Total Return(a) 7.20% 8.38% 8.20% 9.79%(b) Ratios to Average Net Assets Gross expenses 1.45% 1.30% 1.30% 1.33%(c) Fees and expenses waived or borne by the Adviser or Distributor 0.50% 0.35% 0.35% 0.38%(c) Net expenses 0.95% 0.95% 0.95% 0.95%(c) Net investment income(d) 3.87% 4.26% 5.15% 6.24%(c) Portfolio Turnover 194% 396% 351% 310%(b) Net Assets, End of Period (000 omitted) $ 3,101 $ 1,887 $ 594 $ 215 1 Commenced operations on January 20, 2000. 2 Commenced operations on January 21, 2000. 3 Commenced operations on January 24, 2000. (A) Less than $0.01 per share (a) Had the Adviser or Distributor not waived or reimbursed a portion of expenses, total return would have been reduced. (b) Not annualized. (c) Annualized. (d) Net investment income per share has been calculated in accordance with SEC requirements, unless otherwise noted, with the exception that end of the year accumulated undistributed/ (overdistributed) net investment income has not been adjusted to reflect current year permanent differences between financial and tax accounting. (e) Effective January 1, 2001, the Fund was required to start amortizing premium and discount on all debt securities. The effect of this change on net investment income per share was a decrease of $0.01 per share. The effect to the ratio of net investment income to average net assets was a decrease of 0.06%. Per share, ratios, and supplemental data for periods prior to January 1, 2001, have not been restated to reflect this change in accounting principle. (f) Per share numbers have been calculated using average shares. -- The Notes to Financial Statements are an integral part of these statements. 59 CIGNA Funds Group NOTES TO FINANCIAL STATEMENTS 1. Organization. CIGNA Funds Group, a Massachusetts business trust (the "Trust") is registered under the Investment Company Act of 1940, as amended, as a diversified, open-end management investment company. At December 31, 2003 the Trust offered nine separate series. Information on eight of these series (referred to as the "Funds" or individually as the "Fund") is presented in this report, including: Balanced Fund (sub-advised by Wellington Management) ("Balanced Fund"), Large Cap Growth/Morgan Stanley Fund ("Large Cap Growth Fund"), Large Cap Value/John A. Levin & Co. Fund ("Large Cap Value Fund"), S&P 500(R) Index Fund, Small Cap Growth/TimesSquare Fund ("Small Cap Growth Fund"), Small Cap Value/Perkins, Wolf, McDonnell Fund ("Small Cap Value Fund") (formerly called the Small Cap Value/Berger[RegTM] Fund), International Blend/Bank of Ireland Fund ("International Blend Fund"), and TimesSquare Core Plus Bond Fund ("Core Plus Bond Fund"). The financial statements of the Money Market Fund are presented in a separate report. The Trust offers three classes of shares in each Fund: Institutional Class, Premier Class and Retail Class. Expenses of the Fund are borne pro rata by the holders of each Class of shares, except that each Class bears expenses unique to that Class (including any applicable shareholder servicing fee or distribution fee). Shares of each Class would receive their pro rata share of net assets of the Fund if the Fund were liquidated. In addition, the Trustees approve separate dividends on each Class of shares. The Premier Class Shares of the Funds have a shareholder servicing fee. The Retail Class Shares of the Funds (and Premier Class shares of the Core Plus Bond Fund) have a shareholder servicing fee and a distribution fee. 2. Significant Accounting Policies. The preparation of financial statements in accordance with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts and disclosures in the financial statements. Actual results could differ from those estimates. The following is a summary of significant accounting policies consistently followed by the Funds in the preparation of their financial statements. A. Security Valuation - Equity securities, including warrants, that are listed on a national securities exchange or part of the NASDAQ National Market System are valued at the last sale price (NASDAQ Official Closing Price ["NOCP"] for NASDAQ stocks) or, if there has been no sale that day, at the last bid price. Debt securities traded in the over-the-counter market, including listed securities whose primary markets are believed to be over-the-counter, are valued on the basis of valuations furnished by brokers trading in the securities or a pricing service, which determines valuations for normal, institutional-size trading units of such securities using market information, transactions for comparable securities and various relationships between securities which are generally recognized by institutional traders. Short-term investments with remaining maturities of up to and including 60 days are valued at amortized cost, which approximates market. Short-term investments that mature in more than 60 days are valued at current market quotations. Other securities and assets of the Funds are appraised at fair value as determined in good faith by, or under the authority of, the Board of Trustees. The Fund's Board of Trustees has designated the Pricing Committee of TimesSquare Capital Management, Inc. to make, pursuant to procedures approved by the Board and under the Board's supervision, all necessary determinations of fair value for the portfolio securities for which market quotations are not readily available. When fair valuing securities, the Pricing Committee takes into account factors such as fundamental and analytical information about the security, the nature and duration of any restrictions on disposition of the security, market information (including, for example, factors such as historical price relationships and valuations for securities with similar characteristics), and evaluation of significant market events. If events occurring after the close of the principal market in which securities are traded (but before the close of regular trading on the NYSE) are believed to materially affect the value of those securities, such securities are valued at their fair value, taking such events into account. B. Delayed Delivery Commitments - The Funds may enter into commitment agreements - i.e., TBA's - for the purchase of securities at an agreed-upon price on a specified future date. Since the delivery and payment for such securities can be scheduled to take place up to three months after the transaction date, they are subject to market fluctuations. The Funds do not begin to earn interest on such purchase commitments until the settlement date. The Funds may sell a purchase commitment prior to settlement for the purpose of enhancing their total return. The Funds segregate assets with a market value equal to the amount of its purchase commitments. To the extent securities are segregated, they may not be available for sale or to meet redemptions. 60 CIGNA Funds Group NOTES TO FINANCIAL STATEMENTS continued Delayed delivery commitments may increase a Fund's exposure to market fluctuations and may increase the possibility that a Fund may realize a short-term gain (subject to taxation) or loss if the Fund must engage in portfolio transactions in order to honor its commitments. Due to the longer settlement period, there may be an increased risk of failure of the other party to honor the transaction. The Funds record changes in market value of the securities underlying unsettled commitments in unrealized gains and losses. Gains and losses are realized upon sale of the commitment. C. Foreign Currency Translations - Foreign currency transactions from foreign investment activity are translated into U.S. dollars on the following basis: (1) market value of investment securities, other assets and liabilities at the daily rates of exchange, and (2) purchases and sales of investment securities, dividend and interest income and certain expenses at the rates of exchange prevailing on the respective dates of such transactions. The Funds do not isolate that portion of gains and losses on investments which is due to changes in foreign exchange rates from that which is due to changes in market prices of the investments. Such fluctuations are included with the net realized and unrealized gains and losses from investments. Net realized and unrealized gains (losses) from foreign currency-related transactions include gains and losses between trade and settlement dates on securities transactions, gains and losses arising from the sales of foreign currency, and gains and losses between the ex-dividend and payment dates on dividends, interest, and foreign withholding taxes. D. Foreign Investments - The Funds may invest in securities of foreign countries and governments, which involve certain risks in addition to those inherent in domestic investments. Such risks generally include, among others, currency risk (fluctuations in currency exchange rates), information risk (key information may be inaccurate or unavailable) and political risk (expropriation, nationalization or the imposition of capital or currency controls or punitive taxes). Other risks of investing in foreign securities include inadequate accounting controls, liquidity and valuation risks. E. Forward Currency Transactions - Certain Funds may enter into forward exchange contracts for the purpose of hedging against foreign exchange risk arising from the Fund's investment or anticipated investment in securities denominated in foreign currencies. A Fund may also enter into these contracts for purposes of increasing exposure to a foreign currency or to shift exposure to foreign currency fluctuations from one country to another. All commitments are marked to market daily at the applicable translation rates and any resulting unrealized gains or losses are recorded. Realized gains or losses are recorded at the time the forward contract matures or by delivery of the currency. Risks may arise upon entering into these contracts from the potential inability of counterparties to meet the terms of their contracts and from unanticipated movements in the value of a foreign currency relative to the U.S. dollar. F. Futures Contracts - Certain Funds may enter into futures contracts. A Fund may use futures contracts for reasons such as managing its exposure to the markets or movements in interest rates and currency values. Upon entering into a futures contract, the Fund is required to pledge to the broker an amount of cash and/or securities equal to the initial margin requirements. During the period a futures contract is open, changes in the value of a contract are recognized as unrealized gains or losses by "marking to market" on a daily basis to reflect the market value of the contract at the end of each day's trading. Daily variation margin payments are received or made, depending on whether there were unrealized gains or losses. When a contract is closed, the Fund records a realized gain or loss equal to the difference between the value of the contract at the time it was opened and the value at the time it was closed. Futures contracts include the risk that a change in the value of the contract may not correlate with the value of the underlying securities and the possibility of an illiquid market. G. High Yield Bonds - The Core Plus Bond Fund may invest in high yield bonds; i.e., fixed income securities rated below investment-grade. While the market values of these securities tend to react less to fluctuations in interest rate levels than do those of investment-grade securities, the market values of certain of these securities also tend to be more sensitive to individual corporate developments and changes in economic conditions than investment-grade 61 CIGNA Funds Group NOTES TO FINANCIAL STATEMENTS continued securities. In addition, these securities are often highly leveraged and may not have more traditional methods of financing available to them so that their ability to service their debt obligations during an economic downturn or during sustained periods of rising interest rates may be impaired. H. Repurchase Agreements - Certain Funds may engage in repurchase agreements. Under the terms of a typical repurchase agreement, the Fund takes possession of an underlying debt obligation, subject to an obligation of the seller to repurchase, and the Fund to resell, the obligation at an agreed-upon price and time. It is the Funds' policy that the market value of the collateral must be at least equal at all times to the total amount of the repurchase obligations, including interest. Generally, in the event of counterparty default, the Fund has the right to use the collateral to offset any losses incurred. I. Swap Agreements - Certain Funds may enter into swap agreements for investment, liquidity, hedging and risk management purposes. For example, a Fund may enter into swap agreements to preserve a return on a particular investment or a portion of its portfolio and as a technique for managing duration (i.e., price sensitivity to changes in interest rates). Swaps involve the exchange of commitments to pay or receive--e.g., an exchange of floating-rate payments for fixed rate payments and/or payments of the appreciation or depreciation of a security or an index. If forecasts of interest rates and other market factors, including those that may impact the indexes of the total return swaps, are incorrect, investment performance will differ compared to what performance would have been if these investment techniques were not used. Even if the forecasts are correct, there are risks that the positions may correlate imperfectly with the asset or liability being hedged, a liquid secondary market may not always exist, or the counterparty to a transaction may default. As of December 31, 2003, the Core Plus Bond Fund had the following outstanding swap agreement: Spread Unrealized Notional (Basis Termination Appreciation/ Amount Points) Date (Depreciation) $ 520,000(1) 0 05/01/04 $0 (1)This swap agreement was with Bear Stearns as the Counterparty and the Total Returns were based on the Bear Stearns High Yield Index. The terms of the agreement require the Fund to pay LIBOR (which is set monthly) plus the spread and to receive the monthly total return on the Index, both based on the notional amount. The Fund records the net amount receivable/payable on a daily basis. The net receivable/ payable is settled in cash monthly and recorded as realized gain/loss. J. Security Transactions and Related Investment Income - Security transactions are accounted for on the trade date (date the order to buy or sell is executed). Dividend income is recorded on the ex-date and interest income is recorded on the accrual basis, which includes amortization of premium and accrual of discount, except that certain dividends from foreign securities are recorded as soon as the Funds are informed of the ex-dividend date. Securities gains and losses are determined on the basis of identified cost. K. Federal Taxes - For federal income tax purposes, each Fund in the Trust is taxed as a separate entity. It is each Fund's policy to comply with the requirements of the Internal Revenue Code applicable to regulated investment companies and to distribute all of its taxable income and capital gains to its shareholders. Therefore, no federal income or excise taxes on realized income or net capital gains have been accrued. Distributions reported in the Statements of Changes in Net Assets from net investment income, including short-term capital gains, and capital gains are treated as ordinary income and long-term capital gains, respectively, for federal income tax purposes. At December 31, 2003, each Fund had a Post-October Loss Deferral of: Fund Post-October Loss International Blend Fund 62,790 Core Plus Bond Fund 7,125 Under current tax law, capital losses realized after October 31 may be deferred and treated as occurring on the first day of the following year. L. Foreign Taxes on Dividends - Dividend income on the Statement of Operations is shown net of foreign taxes withheld on dividends from foreign securities. Foreign taxes withheld were as follows: Balanced Fund, $655; Large Cap 62 CIGNA Funds Group NOTES TO FINANCIAL STATEMENTS continued Value Fund, $2,577; Small Cap Growth Fund, $1,350; International Blend Fund, $30,879. M. Dividends and Distributions to Shareholders - Dividends from net investment income, if any, and distributions from net capital gains, to the extent such gains would otherwise be taxable to the Fund, are declared and distributed at least annually (net investment income is declared and distributed monthly for Core Plus Bond Fund). Dividends and distributions are recorded by the Fund on the ex-dividend date. The timing and characterization of certain income and capital gains distributions are determined in accordance with federal tax regulations, which may differ from generally accepted accounting principles. These differences are primarily due to differing book and tax treatment for premium amortization, real estate investment trust income, deferred compensation, foreign securities, capital loss carryforwards, deferred losses due to wash sales, excise tax regulations and net operating losses. To the extent that such differences are permanent, a reclassification of the components of Net Assets may be required. As a result, at December 31, 2003, the following reclassifications were done: (In Thousands) Undistributed Accumulated (Overdistributed) Net Net Realized Investment Gain Paid-in Fund Income (Loss) Capital Balanced Fund $ 50 $ (50) $ 0 S&P 500(R) Index Fund 72 12 (84) Small Cap Growth Fund 6,306 (6,306) 0 Small Cap Value Fund 1,479 (1,479) 0 International Blend Fund 10 (8) (2) Core Plus Bond Fund 1,357 (4,204) 2,847 N. Multiclass Operations - Each Class offered by the Trust has equal rights as to net assets. Income, non-specific expenses, and realized and unrealized capital gains and losses are allocated to each Class of shares based on the relative net assets of each Class. 3. Investment Advisory Fees and Other Transactions with Affiliates. Investment advisory fees are paid or accrued to TimesSquare Capital Management, Inc. ("TimesSquare"), certain officers and directors of which are affiliated with the Fund. Such advisory fees are based on an annual rate for each Fund (see below) applied to the average daily net assets of the Fund. TimesSquare has contractually agreed to reimburse or bear any other expenses for each Fund for any amount by which expenses (including the advisory fee, but excluding interest, taxes, transaction costs incurred in acquiring and disposing of portfolio securities, and extraordinary expenses) exceed, on an annual basis, certain percentages of average daily net assets until April 30, 2004 and thereafter, to the extent described in the Fund's then current prospectus. These percentages are as follows: Maximum Operating Expense Ratio ------------------------------------ Advisory Institutional Premier Retail Fund Fee Class Class Class Balanced Fund 0.75% 0.80% 1.00% 1.25% Large Cap Growth Fund 0.80 0.80 1.00 1.25 Large Cap Value Fund 0.75 0.80 1.00 1.25 S&P 500(R) Index Fund 0.25 0.25 0.35 0.60 Small Cap Growth Fund 1.00 1.05 1.25 1.50 Small Cap Value Fund 1.00 1.05 1.25 1.50 International Blend Fund 1.00 1.05 1.25 1.50 Core Plus Bond Fund 0.60 0.45 0.85 0.95 TimesSquare retains the right to be repaid by a Fund if the Fund's expenses fall below the percentages specified above prior to the end of the fiscal year or within three years after TimesSquare waives advisory fees or reimburses a Fund's operating expenses. The following is a list of the Funds' remaining liability and respective dates of expiration: 63 CIGNA Funds Group NOTES TO FINANCIAL STATEMENTS continued (In Thousands) Remaining Expires Expires Expires Contingent during during during Fund Liability 2004 2005 2006 Balanced Fund $391 $116 $129 $146 Institutional 130 42 43 45 Premier 142 48 45 49 Retail 119 26 41 52 Large Cap Growth Fund 424 134 141 149 Institutional 122 48 39 35 Premier 150 55 48 47 Retail 152 31 54 67 Large Cap Value Fund 341 93 110 138 Institutional 90 32 28 30 Premier 129 40 42 47 Retail 122 21 40 61 S&P 500(R) Index Fund 957 357 301 299 Institutional 737 252 253 232 Premier 17 4 5 8 Retail 203 101 43 59 Small Cap Growth Fund 409 128 140 141 Institutional 275 64 97 114 Premier 84 41 22 21 Retail 50 23 21 6 Small Cap Value Fund 361 114 124 123 Institutional 127 43 34 50 Premier 125 47 42 36 Retail 109 24 48 37 International Blend Fund 542 146 199 197 Institutional 188 58 67 63 Premier 253 69 95 89 Retail 101 19 37 45 Core Plus Bond Fund 1004 309 348 347 Institutional 967 307 341 319 Premier 14 1 3 10 Retail 23 1 4 18 The Balanced, Large Cap Growth, Large Cap Value, Small Cap Value and International Blend Funds use sub-advisers. Each sub-adviser has the responsibility for determining what investments shall be purchased, held, and sold 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 the ultimate responsibility to oversee the sub-advisers and recommend their hiring, termination and replacement. Pursuant to an Exemptive Order issued by the Securities and Exchange Commission, the Funds may invest excess cash, up to 25% of each Fund's total assets, in the affiliated Money Market Fund (MMF) managed by TimesSquare. TimesSquare will waive the amount of its advisory fee for the Funds by an amount that offsets the amount of the advisory fees incurred in the affiliated Fund as a result of its investment in MMF. For the year ended December 31, 2003, the advisory fees waived by TimesSquare were as follows: (In Thousands) Fund Fees Waived Balanced Fund $ 2 Large Cap Growth Fund 1 Large Cap Value Fund 3 S&P 500(R) Index Fund 63 Small Cap Growth Fund 61 Small Cap Value Fund 33 International Blend Fund 1 Core Plus Bond Fund 21 Income distributions from the MMF for the year ended December 31, 2003, are included as dividend income in the Statement of Operations as follows: (In Thousands) Fund Amount Balanced Fund $ 5 Large Cap Growth Fund 3 Large Cap Value Fund 8 S&P 500(R) Index Fund 136 Small Cap Growth Fund 125 Small Cap Value Fund 68 International Blend Fund 1 Core Plus Bond Fund 50 64 CIGNA Funds Group NOTES TO FINANCIAL STATEMENTS continued For administrative services, the Funds reimburse TimesSquare for a portion of the compensation and related expenses of the Trust's Treasurer and Secretary and certain persons who assist in carrying out the responsibilities of those offices. For the year ended December 31, 2003, the Funds paid or accrued $286,109. (The amount incurred by each Fund may be found in the Statement of Operations.) With respect to Retail Class shares (and also the Premier Class of Core Plus Bond Fund), the Funds have adopted a Distribution Plan pursuant to Rule 12b-1 under the Investment Company Act of 1940, which requires the payment of an annual rate of 0.25%, applied to the average daily net assets of each class (0.15% for the Premier Class of Core Plus Bond Fund), to CIGNA Financial Services, Inc. ("CFS"), the Funds' distributor. The distribution fees received from the 12b-1 plan are used for services provided to the Retail Class (and also the Premier Class of Core Plus Bond Fund) and expenses primarily intended to result in the sale of such shares. Premier and Retail Class shares are also subject to a shareholder servicing fee payable to CFS equal to 0.20% annually (0.25% for International Blend Fund and Core Plus Bond Fund) applied to the average daily net assets of each class. The shareholder servicing and distribution fees will be waived as necessary to limit Premier and Retail Class expenses, as a percentage of average daily net assets, to the amounts described above until April 30, 2004, and thereafter, to the extent described in the Fund's then current prospectus. TimesSquare and CFS are indirect, wholly-owned subsidiaries of CIGNA Corporation. At December 31, 2003, Life Insurance Company of North America, an indirect wholly-owned subsidiary of CIGNA Corporation, had investments in the Funds as follows: (In Thousands) Fund Shares Balanced Fund 1,107 65% Large Cap Growth Fund 901 42 Large Cap Value Fund 979 37 International Blend Fund 1,055 68 4. Trustees' Fees. Trustees' fees represent remuneration paid or accrued to trustees who are not employees of CIGNA Corporation or any of its affiliates. Trustees may elect to defer all or a portion of their fees, which are invested in mutual fund shares in accordance with a deferred compensation plan. 5. Purchases and Sales of Securities. Purchases and sales of securities, excluding short-term obligations, for the year ended December 31, 2003, were as follows (amounts in thousands): (In Thousands) U.S. Government/ Agency All Other ---------------------- ---------------------- Fund Purchases Sales Purchases Sales Balanced Fund $ 4,301 $ 1,155 $ 3,828 $ 5,674 Large Cap Growth Fund 295 712 16,368 14,139 Large Cap Value Fund 147 -- 20,913 16,559 S&P 500(R) Index Fund 7 41 3,463 3,810 Small Cap Growth Fund -- -- 370,106 117,821 Small Cap Value Fund -- -- 71,223 31,946 International Blend Fund -- -- 2,125 1,630 Core Plus Bond Fund 91,751 122,128 27,340 44,699 6. In-Kind Transactions. On June 10, 2003, the Core Plus Fixed Income Fund, Institutional Class, had a redemption of $86,912,264, of which $45,949,003 was in cash and $40,963,261 was an in-kind redemption. The Fund incurred realized gains of $2,846,411 associated with the in-kind redemptions. 7. Capital Stock. Each Fund is a separate series of the Trust, which offers an unlimited number of shares of beneficial interest, without par value. Changes in capital shares were as follows (shares and amounts in thousands): 65 CIGNA Funds Group NOTES TO FINANCIAL STATEMENTS continued (In Thousands) Large Cap Growth S&P 500(R) Index Balanced Fund Fund Large Cap Value Fund Fund ------------------ ----------------- ----------------------- ----------------------- For the Year For the Year Ended Ended For the Year Ended For the Year Ended December 31, December 31, December 31, December 31, ------------------ ----------------- ----------------------- ----------------------- 2003 2002 2003 2002 2003 2002 2003 2002 -------- --------- -------- -------- ----------- ----------- ----------- ----------- CAPITAL SHARES TRANSACTED: Institutional Class Shares sold 1 - 16 35 14 34 76 72 Shares issued to shareholders in connection with the reinvestment of dividends and distributions 13 13 1 - 6 5 263 343 ------ ------ ------ ------ ------ ------ ------ ------ 14 13 17 35 20 39 339 415 Shares redeemed - - (15) (16) (1) (9) (2,624) (1) ------ ------ ------ ------ ------ ------ ------ ------ Net change 14 13 2 19 19 30 (2,285) 414 ------ ------ ------ ------ ------ ------ ------ ------ Premier Class Shares sold 54 25 164 92 382 212 1,048 259 Shares issued to shareholders in connection with the reinvestment of dividends and distributions 13 14 1 - 11 6 16 6 ------ ------ ------ ------ ------ ------ ------ ------ 67 39 165 92 393 218 1,064 265 Shares redeemed (24) (6) (44) (43) (121) (89) (208) (159) ------ ------ ------ ------ ------ ------ ------ ------ Net change 43 33 121 49 272 129 856 106 ------ ------ ------ ------ ------ ------ ------ ------ Retail Class Shares sold 167 229 494 501 706 571 3,402 2,362 Shares issued to shareholders in connection with the reinvestment of dividends and distributions 14 13 - - 8 6 63 49 ------ ------ ------ ------ ------ ------ ------ ------ 181 242 494 501 714 577 3,465 2,411 Shares redeemed (95) (65) (342) (109) (528) (135) (1,139) (765) ------ ------ ------ ------ ------ ------ ------ ------ Net change 86 177 152 392 186 442 2,326 1,646 ------ ------ ------ ------ ------ ------ ------ ------ Total net increase in Fund shares 143 223 275 460 477 601 897 2,166 ====== ====== ====== ====== ====== ====== ====== ====== 66 CIGNA Funds Group NOTES TO FINANCIAL STATEMENTS continued (In Thousands) Small Cap Growth Fund Small Cap Value Fund International Blend Fund Core Plus Bond Fund --------------------- -------------------- -------------------- --------------------- For the Year Ended For the Year Ended For the Year Ended For the Year Ended December 31, December 31, December 31, December 31, --------------------- -------------------- -------------------- --------------------- 2003 2002 2003 2002 2003 2002 2003 2002 ----------- --------- --------- ---------- ---------- --------- ------------ -------- CAPITAL SHARES TRANSACTED: Institutional Class Shares sold 24,196 5,485 2,971 569 6 207 4,938 419 Shares issued to shareholders in connection with the reinvestment of dividends and distributions 414 - 61 13 7 6 369 604 ------ ------ ------ ------ ------ ------ ------ ------ 24,610 5,485 3,032 582 13 213 5,307 1,023 Shares redeemed (1,594) (89) (790) (1) (A) (202) (11,373) (165) ------ ------ ------ ------ ------ ------ ------ ------ Net change 23,016 5,396 2,242 581 13 11 (6,066) 858 ------ ------ ------ ------ ------ ------ ------ ------ Premier Class Shares sold 6,849 70 2,198 447 72 103 155 89 Shares issued to shareholders in connection with the reinvestment of dividends and distributions 81 - 41 12 8 6 9 5 ------ ------ ------ ------ ------ ------ ------ ------ 6,930 70 2,239 459 80 109 164 94 Shares redeemed (1,490) (34) (945) (56) (59) (69) (37) (23) ------ ------ ------ ------ ------ ------ ------ ------ Net change 5,440 36 1,294 403 21 40 127 71 ------ ------ ------ ------ ------ ------ ------ ------ Retail Class Shares sold 464 487 1,339 957 126 360 358 327 Shares issued to shareholders in connection with the reinvestment of dividends and distributions 10 - 33 14 4 2 16 6 ------ ------ ------ ------ ------ ------ ------ ------ 474 487 1,372 971 130 362 374 333 Shares redeemed (306) (174) (572) (192) (77) (245) (258) (207) ------ ------ ------ ------ ------ ------ ------ ------ Net change 168 313 800 779 53 117 116 126 ------ ------ ------ ------ ------ ------ ------ ------ Total net increase (decrease) in Fund shares 28,624 5,745 4,336 1,763 87 168 (5,823) 1,055 ====== ====== ====== ====== ====== ====== ====== ====== (A) Less than 1. 67 CIGNA Funds Group REPORT OF INDEPENDENT AUDITORS To the Trustees and Shareholders of the CIGNA Funds Group In our opinion, the accompanying statements of assets and liabilities, including the investments in securities, and the related statements of operations and of changes in net assets and the financial highlights present fairly, in all material respects, the financial position of Balanced Fund (sub-advised by Wellington Management), Large Cap Growth/Morgan Stanley Fund, Large Cap Value/John A. Levin & Co. Fund, S&P 500(R) Index Fund, Small Cap Growth/TimesSquare Fund, Small Cap Value/Perkins Wolf, McDonnell Fund (formerly known as Small Cap Value/Berger[RegTM] Fund), International Blend/Bank of Ireland Fund, and TimesSquare Core Plus Bond Fund (each a series of CIGNA Funds Group, hereafter referred to as the "Fund") at December 31, 2003, and the results of each of their operations, the changes in each of their net assets and the financial highlights for the periods indicated, in conformity with accounting principles generally accepted in the United States of America. These financial statements and financial highlights (hereafter referred to as "financial statements") are the responsibility of the Fund's management; our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these financial statements in accordance with auditing standards generally accepted in the United States of America, which require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits, which included confirmation of securities at December 31, 2003 by correspondence with the custodian and brokers, provide a reasonable basis for our opinion. PricewaterhouseCoopers LLP Boston, Massachusetts February 16, 2004 68 CIGNA Funds Group (Unaudited) 2003 TAX INFORMATION % of Ordinary Income % of Net Assets % of Ordinary Income Dividend derived from invested in U.S. Dividend U.S. Government Government Obligations designated as --------------------------- --------------------------- ----------------------- Dividend Treasury Agency Treasury Agency Qualified Received Fund Obligations Obligations Obligations Obligations Dividend(1) Deduction(2) - --------------------------- ------------- ------------- ------------- ------------- ----------- -------------- Balanced Fund 3 22 4 14 54 52 Large Cap Growth Fund -- -- -- -- 100 100 Large Cap Value Fund -- -- -- -- 100 100 S&P 500(R) Index Fund -- -- -- 1 100 100 Small Cap Growth Fund -- -- -- -- 6 6 Small Cap Value Fund -- -- -- -- 43 43 International Blend Fund -- -- -- -- 100 -- Core Plus Bond Fund 11 33 13 39 1 1 (1) Each fund hereby designates this percentage or the maximum amount allowable of its net taxable income as qualified dividends as provided in the Jobs and Growth Tax Relief Reconciliation Tax Act of 2003. The 2003 Form 1099-DIV you receive will show the tax status of all distributions paid to you during the year. (2) This is available to corporate shareholders only. Foreign taxes paid during the fiscal year ended December 31, 2003, amounting to $30,879 ($0.02 per share) are expected to be passed through to shareholders as 100% allowable foreign tax credits on Form 1099-DIV. Gross income derived from sources within foreign countries amounted to $277,601 ($0.19 per share) for the fiscal year ended. The Table below contains a breakdown of the foreign taxes paid and foreign income earned by country for the International Blend Fund: Institutional Class Premier Class Retail Class ------------------------ ------------------------ ------------------------- Foreign Foreign Foreign Foreign Foreign Foreign Country Tax % Income % Tax % Income % Tax % Income % - ---------------- ----------- ---------- ----------- ---------- ----------- ----------- Australia 0.09% 3.06% 0.09% 3.05% 0.09% 3.08% Bermuda 0.00% 0.08% 0.00% 0.09% 0.00% 0.10% Canada 0.20% 0.16% 0.20% 0.18% 0.20% 0.21% China 0.00% 0.86% 0.00% 0.81% 0.00% 0.82% Finland 1.27% 0.86% 1.27% 0.90% 1.27% 0.92% France 6.82% 7.15% 6.82% 7.09% 6.82% 7.09% Germany 8.90% 6.36% 8.90% 6.38% 8.90% 6.37% Hong Kong 0.00% 2.91% 0.00% 2.87% 0.00% 2.88% Italy 5.95% 5.34% 5.95% 5.39% 5.95% 5.34% Ireland 0.75% 0.39% 0.75% 0.45% 0.75% 0.41% Japan 3.94% 4.48% 3.94% 4.49% 3.94% 4.42% Korea 3.24% 2.12% 3.24% 2.07% 3.24% 2.05% Netherlands 16.39% 11.62% 16.39% 11.58% 16.39% 11.61% Spain 3.45% 2.43% 3.45% 2.51% 3.45% 2.47% Switzerland 11.73% 8.32% 11.73% 8.35% 11.73% 8.32% United Kingdom 37.27% 39.66% 37.27% 39.60% 37.27% 39.65% United States 0.00% 4.20% 0.00% 4.19% 0.00% 4.26% ------ ------ ------ ------ ------ ------ Total 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% ====== ====== ====== ====== ====== ====== 69 CIGNA Funds Group (Unaudited) TRUSTEES AND OFFICERS Shareholders elect a Board that oversees the Fund's operations. The Board appoints officers who are responsible for day-to-day business decisions based on policies set by the Board. The following is a list of the Fund's Board of Trustees and officers. Each Trustee's term of office will be until the next annual meeting of shareholders or until the election of the Trustee's successor. Number of Name, Length Portfolios in Other Address* Position Held of Time Principal Occupation(s) During Fund Complex Directorships And Age with Fund Served Past 5 Years Overseen Held by Trustee - ------------- ---------------- --------------- ------------------------------------- --------------- -------------------- Independent Trustees Russell H. Trustee Trustee since Vice President (Investor Relations, 14 -- Jones 1995 Public Relations) and Treasurer, 59 Kaman Corporation (helicopters and aircraft components, industrial distribution) Paul J. Trustee Trustee since Special Advisor to Board of 14 Western McDonald 1995 Directors, Friendly Ice Cream Massachusetts 60 Corporation (family restaurants Electric Company and dairy products) Marnie Trustee Trustee since Diocesan Consultant, Episcopal 14 Boston Mutual Life Wagstaff 2001 Diocese of Connecticut; Insurance Company Mueller Previously, Visiting Professor of 64 Health Economics, Wesleyan University Carol Ann Trustee Trustee since Director and Chair of Audit 14 Reed & Barton Hayes 2003 Committee, Reed and Barton Corporation 59 Corporation Affiliated Trustees and Fund Officers Richard H. Trustee, Trustee, Managing Director, CIGNA 14 Director of various Forde Chairman of Chairman and Retirement & Investment Services subsidiaries of 50 the Board and President and TimesSquare Capital CIGNA Corporation President since 1998 Management, Inc. David P. Trustee Trustee since Chief Investment Officer, CIGNA 14 Director of various Marks 2003 Retirement & Investment Services subsidiaries of 57 CIGNA Corporation Alfred A. Vice President Officer CIGNA Funds Treasurer; 14 -- Bingham III and Treasurer Since 1982 Assistant Vice President, 59 TimesSquare Capital Management, Inc. Jeffrey S. Vice President Officer Senior Counsel, 14 -- Winer and Secretary Since 1993 CIGNA Corporation 46 - -------------------------------------------------------------------------------- * All Trustees and officers have an address c/o TimesSquare Capital Management, Inc., 280 Trumbull Street, H16C, Hartford, CT 06103. - -------------------------------------------------------------------------------- CIGNA Funds Group Funds are open-end, diversified management investment companies. The investment adviser is TimesSquare Capital Management, Inc., 280 Trumbull Street, Hartford, Connecticut 06103. The Funds are distributed by CIGNA Financial Services, Inc., P.O. Box 150476, Hartford, Connecticut 06115-0476 (Telephone: 1.888.CIGNA.FS or 1.888.244.6237). - -------------------------------------------------------------------------------- 70 [LOGO] CIGNA Financial Services P.O. Box 150476 Hartford, CT 06115-0476 www.cigna.com Member NASD/SIPC 545900 CIGNA Funds Group Money Market Fund Annual Report December 31, 2003 - -------------------------------------------------------------------------------- [LOGO] CIGNA Financial Services Dear Shareholders: We are pleased to provide this report for CIGNA Funds Group Money Market Fund (the "Fund") covering the year ended December 31, 2003. MANAGEMENT'S DISCUSSION AND ANALYSIS MARKET ENVIRONMENT The Federal Reserve (Fed) met four times during the first half of 2003, but waited until the fourth meeting to cut interest rates. At the June 25 Open Market Committee meeting, the Fed cut the federal funds rate by 25 basis points to a 45-year low of 1%. This was the thirteenth interest rate cut since the easing cycle began in January 2001. The Fed statement noted recent firming in spending as well as stabilization in labor and "markedly improved financial conditions." During the second half of 2003, the Fed met four times without changing interest rates, but at the fourth meeting decided to adjust their bias from "balanced/disinflation" to "balanced". The market interpreted this as setting the stage for possible rate increases later on in 2004. As the year came to a close, the general tone of the markets appeared to be improving, the consumer remained strong and corporate profits were exceeding expectations. Economists continued to search for signs of inflation and strengthening of employment. The Fed was openly signaling its willingness to support growth, and the markets were focused on trying to find strength in the economy. PORTFOLIO COMPOSITION AND PERFORMANCE On December 31, 2003, the portfolio contained: top-tier asset-backed securities, 1.8%; top-tier domestic commercial paper, 40.3%; top-tier foreign commercial paper, 9.9%; and U.S. Government and Agencies, 48.0%. The Fund is well diversified. Total returns for the year ended December 31, 2003 were: Retail Class 0.26% Premier Class 0.51 Institutional Class 0.76 Lipper Money Market Funds Average 0.44 3-month U.S. Treasury Bill 1.07 - 1 As of December 31, 2003, the Fund's weighted average portfolio maturity was 32 days, and the annualized 7-day yield for each class was: Retail Class 0.13% Premier Class 0.38 Institutional Class 0.63 OUTLOOK Economic data continues to show signs of improvement. Fourth quarter 2003 Gross Domestic Product (GDP) is estimated to be 4%. However, we expect Fed policy and interest rates to remain on hold for the first half of 2004. Expectations are that the Fed will be extremely patient, looking for signs of inflation. Since inflation is currently below the desired level, consensus speculation is that monetary policy no longer needs to be preemptive and that the Fed will need to see improvement in the labor sector and pricing power before tightening. With this in mind, we will continue to focus on the developing trends in both the U.S. and global economies as keys to further Fed action, and adjust our portfolio strategy accordingly. Sincerely, /s/ Richard H. Forde Richard H. Forde Chairman of the Board and President CIGNA Funds Group - - 2 [THE FOLLOWING DATA WAS REPRESENTED AS A LINE CHART IN THE PRINTED MATERIAL] [PLOT POINTS FOR LINE CHART] - -------------------------------------------------------------------------------- GROWTH OF A HYPOTHETICAL $10,000 INVESTMENT (Unaudited) 12/31/93 - 12/31/03 Institutional Class 3-Month U.S. Treasury Bill 12/31/1993 $10,000 $10,000 12/31/1994 $10,343 $10,422 12/31/1995 $10,894 $11,020 12/31/1996 $11,429 $11,598 12/31/1997 $12,032 $12,206 12/31/1998 $12,655 $12,823 12/31/1999 $13,271 $13,431 12/31/2000 $14,083 $14,231 12/31/2001 $14,620 $14,813 12/31/2002 $14,819 $15,065 12/31/2003 $14,932 $15,227 - --------------------------------------------------------- AVERAGE ANNUAL RETURNS 1-Year 5-Year 10-Year Institutional Class 0.76% 3.36% 4.09% - --------------------------------------------------------- Money Market Fund (the "Fund") performance figures are historical and reflect reinvestment of all dividends. The annualized yield for the seven days ended December 31, 2003 was 0.63% for the Institutional Class, and the Fund's average maturity was 32 days. 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. Past performance does not predict future performance and the returns shown in the graph and table do not reflect the deduction of taxes that a shareholder would pay on fund distributions and the redemption of fund shares. The return for each Class has been compared with the total return performance of the three month U.S. Treasury Bill, which does not reflect brokerage charges or other investment expenses. The principal value of the U.S. Treasury Bill is guaranteed by the full faith and credit of the United States. - 3 Money Market Fund INVESTMENTS IN SECURITIES DECEMBER 31, 2003 (IN THOUSANDS) PRINCIPAL VALUE - --------------------------------------------------------------------- ASSET BACKED SECURITIES - 1.8% Chase Manhattan Auto Owner Trust, 1.14%, 4/10/04 $ 5,000 $ 5,000 Honda Auto Receivables Owner Trust, 1.11%, 9/13/04 5,378 5,378 ------ Total Asset Backed Securities 10,378 ------ COMMERCIAL PAPER - 50.2% Domestic - 40.3% American Express Credit Corp., 1.00%, 1/6/04 3,411 3,411 1.00%, 1/14/04 2,690 2,689 Bear Stearns Co., 1.07%, 1/6/04 20,000 19,997 BellSouth Corp., 1.02%, 1/7/04 15,000 14,997 1.01%, 1/9/04 4,146 4,145 CAFCO, LLC, 1.07%, 1/14/04 4,315 4,313 Citicorp, 1.04%, 1/20/04 16,510 16,501 Fortune Brands, Inc., 1.04%, 1/12/04 14,132 14,127 1.04%, 1/26/04 7,830 7,824 General Electric Capital Corp., 1.14%, 1/28/04 (a) 7,500 7,500 Gillette Co., 0.83%, 1/2/04 3,486 3,486 Goldman Sachs Group, Inc., 1.07%, 1/8/04 8,487 8,485 1.05%, 1/14/04 671 671 International Business Machine Corp., 1.03%, 1/14/04 13,000 12,995 Merrill Lynch & Co., Inc., 1.04%, 1/29/04 12,644 12,634 The Notes to Financial Statements are an integral part of these statements. - - 4 Money Market Fund INVESTMENTS IN SECURITIES continued DECEMBER 31, 2003 (IN THOUSANDS) PRINCIPAL VALUE - ------------------------------------------------------------------------ Minnesota Mining & Manufacturing Co., 1.05%, 1/12/04 $ 9,796 $ 9,793 Morgan Stanley Dean Witter Co., 1.08%, 1/7/04 20,410 20,406 Nestle Capital Corp., 1.01%, 1/22/04 7,381 7,377 Old Line Funding Corp., 1.09%, 1/9/04 9,762 9,760 1.08%, 1/14/04 11,730 11,725 State Street Corp., 1.05%, 1/2/04 7,359 7,359 1.03%, 1/13/04 11,638 11,634 Sysco Corp., 0.92%, 1/2/04 14,246 14,246 Wells Fargo Bank NA, 1.10%, 1/14/04 (a) 5,000 5,000 ------- 231,075 ------- Foreign - 9.9% National Australia Funding (Delaware), Inc., 1.05%, 1/5/04 9,335 9,334 1.04%, 1/8/04 10,865 10,863 Novartis Finance Corp., 1.05%, 1/5/04 12,862 12,860 Shell Finance PLC, 0.98%, 1/5/04 1,218 1,218 Toyota Motor Credit Corp., 1.04%, 1/13/04 10,000 9,996 1.07%, 12/23/04 (a) 12,500 12,509 ------- 56,780 ------- Total Commercial Paper 287,855 ------- U.S. GOVERNMENT & AGENCIES (b) - 48.0% Fannie Mae, 1.02%, 1/2/04 28,000 27,999 1.32%, 1/9/04 2,500 2,499 The Notes to Financial Statements are an integral part of these statements. - 5 Money Market Fund INVESTMENTS IN SECURITIES continued DECEMBER 31, 2003 (IN THOUSANDS) PRINCIPAL VALUE - ------------------------------------------------------- 1.08%, 3/5/04 $ 2,500 $ 2,495 1.08%, 4/2/04 6,000 5,983 1.10%, 4/2/04 3,955 3,944 1.11%, 4/7/04 5,050 5,035 1.01%, 5/27/04 (a) 12,500 12,497 1.36%, 9/10/04 7,500 7,500 1.29%, 10/18/04 7,500 7,500 1.06%, 1/28/05 (a) 11,500 11,497 1.05%, 10/7/05 (a) 20,000 19,996 Federal Farm Credit Bank, 1.25%, 8/18/04 8,912 8,841 1.05%, 3/24/05 (a) 15,000 14,998 1.09%, 6/23/05 (a) 2,500 2,500 Federal Home Loan Bank, 1.03%, 1/2/04 16,480 16,479 5.38%, 1/5/04 2,460 2,461 0.80%, 1/14/04 15,000 14,996 1.10%, 2/20/04 (a) 5,000 5,001 1.07%, 3/24/04 9,245 9,222 1.25%, 4/15/04 2,500 2,500 1.08%, 4/19/04 4,672 4,657 1.17%, 6/7/04 3,000 2,985 1.00%, 10/6/04 (a) 10,000 10,000 Freddie Mac, 1.01%, 1/6/04 15,000 14,998 1.02%, 1/8/04 15,084 15,081 1.02%, 1/14/04 5,898 5,896 1.08%, 1/15/04 8,000 7,997 5.00%, 1/15/04 5,000 5,006 1.29%, 1/29/04 2,500 2,497 The Notes to Financial Statements are an integral part of these statements. - - 6 Money Market Fund INVESTMENTS IN SECURITIES continued DECEMBER 31, 2003 (IN THOUSANDS) PRINCIPAL VALUE - -------------------------------------------------------------- 5.25%, 2/15/04 $5,000 $ 5,023 1.28%, 3/25/04 2,500 2,493 1.11%, 10/7/05 (a) 7,500 7,500 Sallie Mae, 0.99%, 1/15/04 (a) 1,750 1,750 4.75%, 4/23/04 5,500 5,558 -------- Total U.S. Government & Agencies 275,384 -------- TOTAL INVESTMENTS IN SECURITIES - 100% (Total Cost - $573,617) (c) 573,617 Liabilities in excess of Cash and Other Assets - 0.0% (241) -------- NET ASSETS - 100.0% $573,376 ======== NOTES TO INVESTMENTS IN SECURITIES (a) Variable rate security. Rate is as of December 31, 2003. (b) Agency obligations are not guaranteed by the U.S. Government. Tax Information (c) As of December 31, 2003, the cost for federal tax purposes on a tax basis is the same as on a book basis. - -------------------------------------------------------------------------------- Ten Largest Positions (Unaudited) December 31, 2003 Market % of Value Net (000) Assets - -------------------------------------------------------------------------------- Fannie Mae $106,945 18.7% Federal Home Loan Bank 68,301 11.9 Freddie Mac 66,491 11.6 Federal Farm Credit Bank 26,339 4.6 Toyota Motor Credit Corp. 22,505 3.9 Fortune Brands, Inc. 21,951 3.8 Old Line Funding Corp. 21,485 3.7 Morgan Stanley Dean Witter Co. 20,406 3.6 National Australia Funding (Delaware), Inc. 20,197 3.5 Bear Stearns Co. 19,997 3.5 - -------------------------------------------------------------------------------- The Notes to Financial Statements are an integral part of these statements. - 7 Money Market Fund STATEMENT OF ASSETS AND LIABILITIES DECEMBER 31, 2003 (IN THOUSANDS) - ---------------------------------------------------------------- Assets: Investments in securities at value $573,617 Cash 1 Interest receivable 530 Investment for Trustees' deferred compensation plan 22 Prepaid registration fees 21 -------- Total assets 574,191 -------- Liabilities: Shareholder servicing and distribution fees payable to Distributor 429 Investment advisory fees payable 176 Administrative services fees payable 46 Shareholder reports 46 Custodian fees payable 43 Audit and legal fees payable 31 Deferred Trustees' fees payable 22 Insurance expenses payable 19 Transfer agent fees payable 3 -------- Total liabilities 815 -------- Net Assets $573,376 ======== Institutional Class $214,160 Premier Class 59,924 Retail Class 299,292 -------- $573,376 ======== Shares Outstanding Institutional Class ($1.00 net asset value per share) 214,163 ======== Premier Class ($1.00 net asset value per share) 59,924 ======== Retail Class ($1.00 net asset value per share) 299,294 ======== Components of Net Assets: Paid-in capital $573,376 -------- Net Assets $573,376 ======== The Notes to Financial Statements are an integral part of these statements. - - 8 Money Market Fund STATEMENT OF OPERATIONS FOR THE YEAR ENDED DECEMBER 31, 2003 (IN THOUSANDS) - -------------------------------------------------------------------------------- Investment Income: Interest $6,662 Expenses: Investment advisory fees 1,926 Distribution fees Retail Class 877 Shareholder servicing fees Premier 27 Retail 877 Administrative services fees 224 Custodian fees 132 Shareholder reports 117 Audit and legal fees 54 Registration fees 35 License fees 24 Insurance expense 20 Trustees' fees 20 Transfer agent fees 10 Other 1 ------ Total expenses 4,344 Less expenses waived by adviser (86) ------ Net expenses 4,258 ------ Net Investment Income 2,404 ------ Realized and Unrealized Gain on Investments: Net realized gain from security transactions -- ------ Net Realized and Unrealized Gain on Investments -- ------ Net Increase in Net Assets Resulting From Operations $2,404 ====== The Notes to Financial Statements are an integral part of these statements. - 9 Money Market Fund STATEMENTS OF CHANGES IN NET ASSETS FOR THE YEAR ENDED DECEMBER 31, (IN THOUSANDS) 2003 2002 - ------------------------------------------------------------------------------------ Operations: Net investment income $ 2,404 $ 5,103 Net realized gain from securities transactions -- 4 ---------- ---------- Net increase in net assets from operations 2,404 5,107 ---------- ---------- Dividends from Net Investment Income: Institutional Class (1,437) (2,328) Premier Class (42) (3) Retail Class (925) (2,739) ---------- ---------- Total dividends and distributions to shareholders (2,404) (5,070) ---------- ---------- Capital Share Transactions: Institutional Class Net proceeds from sales of shares 2,468,812 2,193,367 Net asset value of shares issued to shareholders in reinvestment of dividends and distributions 1,597 2,463 ---------- ----------- 2,470,409 2,195,830 Cost of shares redeemed (2,446,150) (2,190,006) ---------- ---------- 24,259 5,824 ---------- ---------- Premier Class Net proceeds from sales of shares 69,788 464 Net asset value of shares issued to shareholders in reinvestment of dividends and distributions 42 3 ---------- ---------- 69,830 467 Cost of shares redeemed (10,089) (492) ---------- ---------- 59,741 (25) ---------- ---------- Retail Class Net proceeds from sales of shares 104,937 133,881 Net asset value of shares issued to shareholders in reinvestment of dividends and distributions 1,071 2,899 ---------- ---------- 106,008 136,780 Cost of shares redeemed (166,605) (68,290) ---------- ---------- (60,597) 68,490 ---------- ---------- Net increase from Fund share transactions 23,403 74,289 ---------- ---------- Net Increase in Net Assets 23,403 74,326 ---------- ----------- Net Assets: Beginning of period 549,973 475,647 ---------- ---------- End of period $ 573,376 $ 549,973 ========== ========== The Notes to Financial Statements are an integral part of these statements. - -- 10 Money Market Fund STATEMENTS OF CHANGES IN NET ASSETS continued FOR THE YEAR ENDED DECEMBER 31, (IN THOUSANDS) 2003 2002 - --------------------------------------------------------------------------------- Transactions in Capital Stock Institutional Class Shares sold 2,468,812 2,193,367 Shares issued in reinvestment of dividends and distributions 1,597 2,463 --------- --------- 2,470,409 2,195,830 Shares redeemed (2,446,150) (2,190,006) --------- ---------- Net increase in Institutional shares outstanding 24,259 5,824 --------- ---------- Premier Class Shares sold 69,788 464 Shares issued in reinvestment of dividends and distributions 42 3 --------- ---------- 69,830 467 Shares redeemed (10,089) (492) --------- ---------- Net increase (decrease) in Premier shares outstanding 59,741 (25) --------- ---------- Retail Class Shares sold 104,937 133,881 Shares issued in reinvestment of dividends and distributions 1,071 2,899 --------- ---------- 106,008 136,780 Shares redeemed (166,605) (68,290) --------- ---------- Net increase (decrease) in Retail shares outstanding (60,597) 68,490 --------- ---------- Total net increase in Fund shares 23,403 74,289 ========= ========== The Notes to Financial Statements are an integral part of these statements. -- 11 Money Market Fund FINANCIAL HIGHLIGHTS - ----------------------------------------------------- - ----------------------------------------------------- PER SHARE OPERATING PERFORMANCE: Net asset value, beginning of period INCOME FROM INVESTMENT OPERATIONS: Net investment income Net realized and unrealized gain on securities Total from investment operations LESS DIVIDENDS AND DISTRIBUTIONS: Dividends from net investment income Distributions from capital gains Total dividends and distributions Net asset value, end of period Total Return Ratios to Average Net Assets Gross expenses Fees and expenses waived or borne by the Adviser Net expenses Net investment income Net assets, end of period (000 omitted) (a) Amount less than $0.01 per share (b) Had the Adviser not waived or reimbursed a portion of the expenses, total return would have been reduced. - -- 12 INSTITUTIONAL CLASS - ---------------------------------------------------------------------------- For the Year Ended December 31, ----------------------------------------------------------------------- 2003 2002 2001 2000 1999 - ---------------------------------------------------------------------------- $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00 0.01 0.01 0.04 0.06 0.05 -- (a) (a) (a) (a) ------- ------- ------- ------- ------- 0.01 0.01 0.04 0.06 0.05 ------- ------- ------- ------- ------- (0.01) (0.01) (0.04) (0.06) (0.05) -- -- -- (a) (a) ------- ------- ------- ------- ------- (0.01) (0.01) (0.04) (0.06) (0.05) ------- ------- ------- ------- ------- $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00 ======= ======= ======= ======= ======= 0.76%(b) 1.36% 3.81%(b) 6.12%(b) 4.87%(b) 0.47% 0.45% 0.49% 0.47% 0.52% 0.02% 0.00% 0.04% 0.02% 0.07% 0.45% 0.45% 0.45% 0.45% 0.45% 0.76% 1.36% 3.62% 5.94% 4.76% $214,160 $189,902 $184,060 $159,446 $178,234 -- 13 Money Market Fund FINANCIAL HIGHLIGHTS continued - ------------------------------------------------------- - ------------------------------------------------------- PER SHARE OPERATING PERFORMANCE: Net asset value, beginning of period INCOME FROM INVESTMENT OPERATIONS: Net investment income Net realized and unrealized gain on securities Total from investment operations LESS DIVIDENDS AND DISTRIBUTIONS: Dividends from net investment income Distributions from capital gains Total dividends and distributions Net asset value, end of period Total Return Ratios to Average Net Assets Gross expenses Fees and expenses waived or borne by the Adviser Net expenses Net investment income Net assets, end of period (000 omitted) (1)Commenced operations on January 26, 2000. (a) Amount less than $0.01 per share. (b) Had the Adviser not waived or reimbursed a portion of the expenses, total return would have been reduced. (c) Not annualized. (d) Annualized. - -- 14 Money Market Fund - ------------------------------------------------------- - ------------------------------------------------------- FINANCIAL HIGHLIGHTS continued PREMIER CLASS(1) - ------------------------------------------------------------- For the Year/Period Ended December 31, - ------------------------------------------------------------- 2003 2002 2001 2000 - ------------------------------------------------------------- $ 1.00 $ 1.00 $ 1.00 $ 1.00 0.01 0.01 0.03 0.05 -- (a) (a) (a) ------- ------- ------- ------ 0.01 0.01 0.03 0.05 ------- ------- ------- ------ (0.01) (0.01) (0.03) (0.05) -- -- -- (a) ------- ------- ------- ------ (0.01) (0.01) (0.03) (0.05) ------- ------- ------- ------ $ 1.00 $ 1.00 $ 1.00 $ 1.00 ======= ======= ======= ====== 0.51%(b) 1.12% 3.55%(b) 5.50%(b)(c) 0.74% 0.70% 0.73% 0.72%(d) 0.04% 0.00% 0.03% 0.02%(d) 0.70% 0.70% 0.70% 0.70%(d) 0.39% 1.13% 3.22% 5.69%(d) $59,924 $ 183 $ 207 $ 105 -- 15 Money Market Fund FINANCIAL HIGHLIGHTS continued PER SHARE OPERATING PERFORMANCE: Net asset value, beginning of period INCOME FROM INVESTMENT OPERATIONS: Net investment income Net realized and unrealized gain on securities Total from investment operations LESS DIVIDENDS AND DISTRIBUTIONS: Dividends from net investment income Distributions from capital gains Total dividends and distributions Net asset value, end of period Total Return Ratios to Average Net Assets Gross expenses Fees and expenses waived or borne by the Adviser Net expenses Net investment income Net assets, end of period (000 omitted) (1)Commenced operations on April 29, 1999. (a) Amount less than $0.01 per share. (b) Had the Adviser not waived or reimbursed a portion of the expenses, total return would have been reduced. (c) Not annualized. (d) Annualized. - -- 16 Money Market Fund FINANCIAL HIGHLIGHTS continued RETAIL CLASS(1) - -------------------------------------------------------------------------------- For the Year/Period Ended December 31, -------------------------------------------------------------------------- 2003 2002 2001 2000 1999 - -------------------------------------------------------------------------------- $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00 (a) 0.01 0.03 0.05 0.03 -- (a) (a) (a) (a) ------- ------- ------- ------- -------- -- 0.01 0.03 0.05 0.03 ------- ------- ------- ------- -------- (a) (0.01) (0.03) (0.05) (0.03) -- -- -- (a) (a) ------- ------- ------- ------- -------- -- (0.01) (0.03) (0.05) (0.03) ------- ------- ------- ------- -------- $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00 ======= ======= ======= ======= ======== 0.26%(b) 0.87% 3.29%(b) 5.60%(b) 2.97%(b)(c) 0.97% 0.95% 0.98% 0.97% 1.00%(d) 0.02% 0.00% 0.03% 0.02% 0.07%(d) 0.95% 0.95% 0.95% 0.95% 0.93%(d) 0.26% 0.86% 3.10% 5.44% 4.64%(d) $299,292 $359,888 $291,380 $199,993 $123,655 -- 17 Money Market Fund NOTES TO FINANCIAL STATEMENTS 1. Significant Accounting Policies. Money Market Fund (the "Fund") is a separate series of CIGNA Funds Group, a Massachusetts business trust (the "Trust"). The Trust is registered under the Investment Company Act of 1940, as amended, as a diversified, open-end management investment company. The objective of the Fund is to provide as high a level of current income as is consistent with the preservation of capital and liquidity and the maintenance of $1.00 per share net asset value. The Fund invests exclusively in short-term money market instruments. The Trust offers three classes of shares: Institutional Class, Premier Class and Retail Class. Expenses of the Fund are borne pro rata by the holders of each class of shares, except that each class bears expenses unique to that class (including any applicable shareholder servicing fee or 12b-1 distribution fee). Shares of each class would receive their pro rata share of net assets of the Fund if the Fund were liquidated. In addition, the Trustees approve separate dividends on each class of shares. The Institutional Class has a separate transfer agent charge and no 12b-1 distribution fee or shareholder servicing fee. The Premier Class has a shareholder servicing fee. The Retail Class has a 12b-1 distribution fee and a shareholder servicing fee. The preparation of financial statements in accordance with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts and disclosures in the financial statements. Actual results could differ from those estimates. The following is a summary of significant accounting policies consistently followed by the Fund in the preparation of its financial statements. A. Security Valuation -- The Fund's investments are valued at amortized cost, which the Board of Trustees has determined constitutes fair value and which, at December 31, 2003, approximates cost for federal income tax purposes. B. Security Transactions and Related Investment Income -- Security transactions are accounted for on the trade date (date the order to buy or sell is executed). Interest income, which includes amortization of premium and accretion of discount, is recorded on the accrual basis. Securities gains and losses are recognized on the specific cost identification basis. - -- 18 Money Market Fund NOTES TO FINANCIAL STATEMENTS continued C. Federal Taxes -- For federal income tax purposes, the Fund is taxed as a separate entity. Its policy is to comply with the requirements of the Internal Revenue Code applicable to regulated investment companies and to distribute all of its taxable income and capital gains to its shareholders. Therefore, no federal income or excise taxes on realized income or net capital gains have been accrued. Distributions reported in the Statement of Changes in Net Assets from net investment income, including short-term capital gains, and capital gains are treated as ordinary income and long-term capital gains respectively, for federal income tax purposes. D. Dividends and Distributions -- Dividends from net investment income are declared and reinvested daily. Dividends and distributions are recorded by the Fund on the ex-dividend date. The timing and characterization of certain income and capital gains distributions are determined in accordance with federal tax regulations, which may differ from accounting principles generally accepted in the United States of America. To the extent that such differences are permanent, a reclassification to paid-in capital may be required. 2. Investment Advisory Fees and Other Transactions with Affiliates. Investment advisory fees are paid or accrued to TimesSquare Capital Management, Inc. ("TimesSquare"), certain officers and directors of which are affiliated with the Fund. Such advisory fees are based on an annual rate of 0.35% applied to the average daily net assets of the Fund. TimesSquare has voluntarily agreed to reimburse the Fund for any amount by which its expenses (including the advisory fee, but excluding interest, taxes, transaction costs incurred in acquiring and disposing of portfolio securities, and extraordinary expenses) exceed 0.45% of average daily net assets for the Institutional Class, 0.70% of average daily net assets for the Premier Class, and 0.95% for the Retail Class, until April 30, 2004, and thereafter, to the extent described in the Fund's then current prospectus. TimesSquare retains the ability to be repaid by the Fund if the 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. The Fund's remaining contingent liability and expiration dates are as shown below: -- 19 Money Market Fund NOTES TO FINANCIAL STATEMENTS continued Remaining Contingent Expires during Expires during Class Liability (000's) 2004 (000's) 2006 (000's) - -------------------------------------------------------------------------------- Institutional $101 $ 68 $33 Premier 4 0 4 Retail 127 78 49 Total $232 $146 $86 Pursuant to an Exemptive Order issued by the Securities and Exchange Commission, other affiliated CIGNA Funds may invest their excess cash in the Fund. TimesSquare will waive the amount of its advisory fee for the affiliated Funds in an amount that offsets the amount of the advisory fees incurred by the Money Market Fund. For administrative services, the Fund reimburses TimesSquare Capital Management, Inc. for a portion of the compensation and related expenses of the Trust's Treasurer and Secretary and certain persons who assist in carrying out the responsibilities of those offices. For the year ended December 31, 2003, the Fund paid or accrued $223,807. With respect to Retail Class shares, the Fund has adopted a Distribution plan pursuant to Rule 12b-1 under the Investment Company Act of 1940, which requires the payment of 0.25% annually of the average daily net assets to CIGNA Financial Services, Inc. ("CFS"), the Fund's distributor. The distribution fees received from the 12b-1 plan are used for services provided to the Retail Class and expenses primarily intended to result in the sale of such shares. Premier and Retail Class shares are also subject to a shareholder servicing fee payable to CFS equal to 0.25% annually of the average daily net assets of the Fund. The distribution and shareholder servicing fees will be waived as necessary to limit Premier and Retail Class expenses, as a percentage of average daily net assets, to the amounts described above until April 30, 2004, and thereafter to the extent described in the Fund's then current prospectus. TimesSquare and CFS are indirect, wholly-owned subsidiaries of CIGNA Corporation. 3. Trustees' Fees. Trustees' fees represent remuneration paid or accrued to trustees who are not employees of CIGNA Corporation or any of its affiliates. 4. Capital Stock. The Fund is a separate series of the Trust, which offers an unlimited number of shares of beneficial interest, without par value. At December 31, 2003, affiliates of CIGNA Corporation owned 99.96% of the Institutional Class. - -- 20 Report of Independent Auditors TO THE TRUSTEES AND SHAREHOLDERS OF CIGNA FUNDS GROUP -- MONEY MARKET FUND In our opinion, the accompanying statement of assets and liabilities, including the investments in securities, and the related statements of operations and of changes in net assets and the financial highlights present fairly, in all material respects, the financial position of the Money Market Fund (the "Fund") at December 31, 2003, and the results of its operations, the changes in its net assets and the financial highlights for the periods indicated, in conformity with accounting principles generally accepted in the United States of America. These financial statements and financial highlights (hereafter referred to as "financial statements") are the responsibility of the Fund's management; our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these financial statements in accordance with auditing standards generally accepted in the United States of America, which require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits, which included confirmation of securities at December 31, 2003 by correspondence with the custodian, provide a reasonable basis for our opinion. PricewaterhouseCoopers LLP Boston, Massachusetts February 16, 2004 -- 21 Money Market Fund TRUSTEES AND OFFICERS Shareholders elect a Board that oversees the Fund's operations. The Board appoints officers who are responsible for day-to-day business decisions based on policies set by the Board. Name, Position Length Address* Held with of Time and Age Fund Served - -------------------------------------------------------------------------------- Independent Trustees Russell H. Jones Trustee Trustee 59 since 1995 Paul J. McDonald Trustee Trustee 60 since 1995 Marnie Wagstaff Mueller Trustee Trustee 64 since 2001 Carol Ann Hayes Trustee Trustee 59 since 2003 Affiliated Trustees and Fund Officers Richard H. Forde Trustee, Chairman Trustee, Chairman 50 of the Board and President and President since 1998 David P. Marks Trustee Trustee 57 since 2003 Alfred A. Bingham III Vice President and Officer 59 Treasurer Since 1982 Jeffrey S. Winer Vice President and Officer 46 Secretary Since 1993 - -------------------------------------------------------------------------------- * All Trustees and officers have an address c/o TimesSquare Capital Management, Inc., 280 Trumbull Street, H16C, Hartford, CT 06103 - -------------------------------------------------------------------------------- Money Market Fund is an open-end, diversified management investment company that invests in money market instruments. The investment adviser is TimesSquare Capital Management, Inc., 280 Trumbull Street, Hartford, Connecticut 06103. - -------------------------------------------------------------------------------- - -- 22 The following is a list of the Trust's Board of Trustees. Each Trustee's term of office will be until the next annual meeting of shareholders or until the election of the Trustee's successor. Number of Portfolios in Fund Other Principal Occupation(s) Complex Directorships During Past 5 Years Overseen Held by Trustee - ----------------------------------------------------------------------------- Vice President (Investor Relations, 14 -- Public Relations) and Treasurer, Kaman Corporation (helicopters and aircraft components, industrial distribution) Special Advisor to Board of 14 Western Directors, Friendly Ice Cream Massachusetts Corporation (family restaurants Electric Company and dairy products) Diocesan Consultant, Episcopal 14 Boston Mutual Life Diocese of Connecticut; Previously, Insurance Company Visiting Professor of Health Economics, Wesleyan University Director and Chair of Audit 14 Reed and Barton Committee, Reed and Barton Corporation Corporation Managing Director, CIGNA 14 Director of various Retirement & Investment subsidiaries of Services, and TimesSquare CIGNA Corporation Capital Management, Inc. Chief Investment Officer, CIGNA 14 Director of various Retirement & Investment Services subsidiaries of CIGNA Corporation CIGNA Funds Treasurer; Assistant 14 -- Vice President, TimesSquare Capital Management, Inc. Senior Counsel, 14 -- CIGNA Corporation - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- The Fund is distributed by CIGNA Financial Services, Inc., P.O. Box 150476, Hartford, Connecticut 06115-0476 (telephone: 1.888.CIGNA.FS or 1.888.244.6237). - -------------------------------------------------------------------------------- -- 23 This page intentionally left blank. - -- 24 [LOGO] CIGNA Financial Services P.O. Box 150476 [bullet] Hartford, Connecticut 06115-0476 www.cigna.com [bullet] Member NASD/SIPC 545719 Item 2. Code of Ethics. The Registrant has adopted a Code of Ethics that applies to its principal executive officer and principal financial officer. The Registrant undertakes to provide to any person without charge, upon request, a copy of the Code of Ethics. Such request can be made to the Secretary of the Registrant, c/o TimesSquare Capital Management, Inc., 280 Trumbull Street, H16C, Hartford, CT 06103. Item 3. Audit Committee Financial Expert. The Registrant's Board of Trustees has determined that Carol Ann Hayes, Russell H. Jones and Paul J. McDonald are "audit committee financial experts", all of whom are "independent." Mr. Jones serves as Senior Vice President, Chief Investment Officer and Treasurer of Kaman Corporation. His responsibilities include communications with financial analysts concerning Kaman Corporation. Item 4. Principal Accountant Fees and Services. (a) Audit Fees For the audit of the Registrant's annual financial statements for the fiscal year ended December 31, 2002 and December 31, 2003, included in the Registrant's annual report to shareholders for those fiscal years, PricewaterhouseCoopers LLP ("PWC") billed the Registrant $155,000 and $180,400, respectively. (b) Audit-Related Fees For the fiscal years ended December 31, 2002 and December 31, 2003, PWC did not bill the Registrant for assurance or related services related to the audit of the Registrant's financial statements. (c) Tax Fees For the fiscal years ended December 31, 2002 and December 31, 2003, PWC billed the Registrant $41,825 and $46,975, respectively, for reviewing the Registrant's federal income tax and excise tax returns and reviewing excise distribution estimate calculations. (d) All Other Fees For the fiscal years ended December 31, 2002 and December 31, 2003, PWC did not bill the Registrant for any other products and services. (e)(1) The Audit Committee has not developed pre-approval policies and procedures relating to the provision of services to the Registrant by the Registrant's independent accountant. (e)(2) For the fiscal years ended December 31, 2002 and December 31, 2003, 100% of the PWC fees described above under the captions "Audit Related Fees", "Tax Fees" and "All Other Fees" were approved by the Registrant's Audit Committee pursuant to paragraph (c)(7)(i)(C) of Rule 2.01 of Regulation S-X. For the fiscal years ended December 31, 2002 and December 31, 2003, PWC billed $0 and $15,600, respectively, in fees that were required to be approved by the Registrant's Audit Committee pursuant to paragraph (c)(7)(ii)(C) of Rule 2.01 of Regulation S-X. For the fiscal years ended December 31, 2002 and December 31, 2003, the Registrant's Audit Committee approved 100% of the fees required to be approved by the Registrant's Audit Committee pursuant to paragraph (c)(7)(ii)(C) of Rule 2.01 of Regulation S-X. (f) Not applicable. (g) The aggregate non-audit fees billed by PWC for services rendered to TimesSquare Capital Management, Inc. ("TimesSquare"), the investment adviser to the Registrant, and other entities controlling, controlled by, under common control with TimesSquare that provide ongoing services to the Registrant for fiscal years ending December 31, 2002 and 2003, were $128,250 and $100,148, respectively. (h) In considering PWC's independence, the Audit Committee considered whether the provision of non-audit services rendered by PWC to TimesSquare and other entities controlling, controlled by, under common control with TimesSquare that provide ongoing services to the Registrant that were not pre-approved pursuant to paragraph (c)(7)(ii)(C) of Rule 2.01 of Regulation S-X was compatible with maintaining PWC's independence. Item 5. Audit Committee Listed Registrants. Not applicable. Item 6. [Reserved] Item 7. Disclosure of Proxy Voting Policies and Procedures for Closed-End Management Investment Companies. Not applicable. Item 8. Purchases of Equity Securities by Closed-End Management Investment Company and Affiliated Purchasers. Not applicable. Item 9. Submission of Matters to a Vote of Security Holders. The Registrant has adopted a nominating committee charter that sets forth procedures by which shareholders may recommend nominees to the Registrant's Board of Trustees. The charter is attached as an exhibit hereto. Item 10. Controls and Procedures. (a) The officers providing the certifications in this report in accordance with Rule 30a-2 under the Investment Company Act of 1940 have concluded, based on their evaluation of the Registrant's disclosure controls and procedures (as such term is defined in such rule), that such controls and procedures are adequate and reasonably designed to achieve the purposes described in paragraph (c) of such rule. (b) There were no changes in the Registrant's internal controls over financial reporting (as defined in Rule 30a-3(d) under the Investment Company Act of 1940) that occurred during the Registrant's last fiscal half-year (the Registrant's second fiscal half-year in the case of an annual report) that have materially affected, or is reasonably likely to materially affect, the Registrant's internal control over financial reporting. Item 11. Exhibits. (a)(1) Code of Ethics referred to in Item 2, filed as an exhibit hereto. (a)(2) Nominating committee charter referred to in Item 9, filed as an exhibit hereto. (a)(3) The certifications required by Rule 30a-2 of the Investment Company Act of 1940, as amended, and Sections 302 and 906 of the Sarbanes-Oxley Act of 2002, filed as exhibits hereto. SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. (Registrant) CIGNA Funds Group /s/ Jeffrey S. Winer By: --------------------------------------------------- Jeffrey S. Winer, Vice President and Secretary Date: March 5, 2004. Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated. /s/ Richard H. Forde By (Signature and Title)* ------------------------------------------------------ Richard H. Forde, Chairman of the Board and President Date: March 5, 2004. /s/ Alfred A. Bingham III By (Signature and Title)* ------------------------------------------------------ Alfred A. Bingham III, Vice President and Treasurer Date: March 5, 2004.