FORM N-PX
ANNUAL REPORT OF PROXY VOTING RECORD OF REGISTERED
MANAGEMENT INVESTMENT COMPANY
Investment Company Act file number: 811-1646
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CIGNA Funds Group - Large Cap Growth/Morgan Stanley Fund
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(Exact name of registrant as specified in charter)
c/o TimesSquare Capital Management, Inc.
280 Trumbull Street, H16C
Hartford, CT 06103
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(Address of principal executive offices)
Mark Butler
2223 Washington Street
3 Newton Executive Park
Suite 200
Newton, MA 02462
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(Name and address of agent for service)
Registrant's telephone number, including area code: 860-534-5576
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Date of Fiscal year-end: 12/31/2003
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Date of reporting period: 7/1/2003 - 6/30/2004
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Item 1. Proxy Voting Record
Vote Summary Report
Jul 01, 2003 - Jun 30, 2004
Mtg Company/ Mgmt Vote Record Shares
Date/Type Ballot Issues Security Rec* Cast Date Prpnent Voted
- ---------------------------------------------------------------------------------------------------------------------------
07/18/03 - A Dell Inc. *DELL* 247025109 05/23/03 5,625
1 Elect Directors For For Mgmt
2 Declassify the Board of Directors For For Mgmt
3 Change Company Name For For Mgmt
4 Approve Executive Incentive For For Mgmt
Bonus Plan
08/07/03 - A Xilinx, Inc. *XLNX* 983919101 06/09/03 1,500
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
08/11/03 - A Forest Laboratories, Inc. 345838106 06/20/03 800
*FRX*
1 Elect Directors For For Mgmt
2 Increase Authorized Common Stock For Against Mgmt
Excessive capital increase of 300 percent.
3 Ratify Auditors For For Mgmt
08/21/03 - A Symantec Corp. *SYMC* 871503108 07/08/03 810
1 Elect Directors For For Mgmt
2 Increase Authorized Common Stock For For Mgmt
3 Amend Stock Option Plan For Against Mgmt
The plan includes change-in-control
provisions. Excessive dilution of 18.97%.
4 Approve Executive Incentive For For Mgmt
Bonus Plan
5 Ratify Auditors For For Mgmt
08/28/03 - A Medtronic, Inc. *MDT* 585055106 07/03/03 3,425
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
3 Approve Omnibus Stock Plan For For Mgmt
4 Approve Executive Incentive For For Mgmt
Bonus Plan
09/24/03 - S UTStarcom, Inc. *UTSI* 918076100 08/15/03 700
1 Increase Authorized Common Stock For For Mgmt
09/30/03 - A Flextronics International Y2573F102 None 2,600
Ltd. *FLEX*
1 Reelect Richard Sharp as Director For For Mgmt
2a Reelect James Davidson as For For Mgmt
Director
2b Reelect Lip-Bu Tan as Director For For Mgmt
3 Reelect Patrick Foley as Director For For Mgmt
4 Reappoint Deloitte & Touche as For For Mgmt
Auditors and Authorize Board to
Fix Their Remuneration
5 Amend 1997 Employee Share For For Mgmt
Purchase Plan
6 Approve Issuance of Shares For For Mgmt
without Preemptive Rights
7 Approve Nonexecutive Directors' For For Mgmt
Fees
8 Authorize Share Repurchase For For Mgmt
Program
10/06/03 - S Boston Scientific Corp. 101137107 08/27/03 1,500
*BSX*
1 Increase Authorized Common Stock For For Mgmt
10/13/03 - A Oracle Corp. *ORCL* 68389X105 08/21/03 11,875
1 Elect Directors For For Mgmt
2 Approve Executive Incentive For For Mgmt
Bonus Plan
3 Ratify Auditors For For Mgmt
4 Amend Non-Employee Director For For Mgmt
Omnibus Stock Plan
Shareholder Proposal
5 Implement China Principles Against Against ShrHoldr
10/14/03 - A The Procter & Gamble Company 742718109 08/01/03 2,675
*PG*
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
3 Approve Non-Employee Director For For Mgmt
Omnibus Stock Plan
Shareholder Proposals
4 Declassify the Board of Directors Against Against ShrHoldr
5 Label Genetically Engineered Against Against ShrHoldr
Foods
10/28/03 - S First Data Corp. *FDC* 319963104 09/08/03 2,225
1 Approve Merger Agreement For For Mgmt
11/05/03 - A Linear Technology Corp. 535678106 09/08/03 1,325
*LLTC*
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
11/11/03 - A Cisco Systems, Inc. *CSCO* 17275R102 09/12/03 18,950
1 Elect Directors For For Mgmt
2 Amend Employee Stock Purchase For For Mgmt
Plan
3 Ratify Auditors For For Mgmt
Shareholder Proposals
4 Report on Company Products Used Against Against ShrHoldr
by the Government to Monitor the
Internet
5 Report on Pay Disparity Against Against ShrHoldr
11/11/03 - A Microsoft Corp. *MSFT* 594918104 09/12/03 29,000
1 Elect Directors For For Mgmt
2 Amend Omnibus Stock Plan For For Mgmt
3 Amend Non-Employee Director For For Mgmt
Stock Option Plan
Shareholder Proposal
4 Refrain from Giving Charitable Against Against ShrHoldr
Contributions
11/12/03 - S BIOGEN IDEC INC *BIIB* 449370105 09/25/03 1,700
1 Approve Merger Agreement For Against Mgmt
2 Increase Authorized Common Stock For For Mgmt
3 Approve Omnibus Stock Plan For For Mgmt
4 Approve Executive Incentive For For Mgmt
Bonus Plan
5 Adjourn Meeting For Against Mgmt
11/20/03 - A Emulex Corp. *ELX* 292475209 10/01/03 500
1 Elect Directors For For Mgmt
2 Approve Option Exchange Program For For Mgmt
3 Ratify Auditors For For Mgmt
12/10/03 - S Mercury Interactive Corp. 589405109 10/31/03 2,200
*MERQ*
1 Amend Stock Option Plan For For Mgmt
2 Amend Employee Stock Purchase For For Mgmt
Plan
01/13/04 - A Jabil Circuit, Inc. *JBL* 466313103 11/14/03 1,615
1 Elect Directors For For Mgmt
2 Amend Omnibus Stock Plan For For Mgmt
3 Ratify Auditors For For Mgmt
01/14/04 - A Walgreen Co. *WAG* 931422109 11/17/03 1,750
1 Elect Directors For For Mgmt
2 Approve Non-Employee Director For For Mgmt
Omnibus Stock Plan
01/22/04 - A BJ Services Company *BJS* 055482103 12/05/03 1,900
1 Elect Directors For For Mgmt
2 Approve Omnibus Stock Plan For For Mgmt
Shareholder Proposal
3 Report on Foreign Operations Risk Against Against ShrHoldr
02/03/04 - A Emerson Electric Co. *EMR* 291011104 11/24/03 1,200
1 Elect Directors For For Mgmt
2 Approve Executive Incentive For For Mgmt
Bonus Plan
3 Ratify Auditors For For Mgmt
02/05/04 - A ACCENTURE LTD BERMUDA *ACN* G1150G111 12/08/03 5,550
1 Appoint Dennis F. Hightower, For For Mgmt
William L. Kimsey, Robert I.
Lipp, and Wulf von Schimmelmann
as Directors
2 Approve KPMG LLP as Independent For For Mgmt
Auditors and Authorize Board to
Fix Their Remuneration
3 Transact Other Business None None Mgmt
(Non-Voting)
03/02/04 - A QUALCOMM Inc. *QCOM* 747525103 01/02/04 1,850
1 Elect Directors For Split Mgmt
1.1 Elect Director Adelia A.
Coffman --- Withhold
1.2 Elect Director Raymond V.
Dittamore --- For
1.3 Elect Director Irwin Mark
Jacobs --- For
1.4 Elect Director Richard
Sulpizio --- For
2 Amend Stock Option Plan For For Mgmt
3 Ratify Auditors For For Mgmt
4 Declassify the Board of Directors Against Against ShrHoldr
03/09/04 - A Analog Devices, Inc. *ADI* 032654105 01/16/04 5,100
1 Elect Directors For For Mgmt
2 Increase Authorized Common Stock For For Mgmt
3 Ratify Auditors For For Mgmt
03/22/04 - S Caremark Rx, Inc. *CMX* 141705103 02/05/04 2,300
1 Increase Authorized Common Stock For For Mgmt
2 Approve Issuance of Stock in For For Mgmt
Connection with Merger Agreement
3 Increase Authorized Preferred For Against Mgmt
Stock
as advised by cgt
4 Approve Omnibus Stock Plan For For Mgmt
5 Allow Postponement or For Against Mgmt
Adjournment of Special Meeting
as advised by cgt
03/24/04 - A Applied Materials, Inc. 038222105 01/30/04 6,200
*AMAT*
1 Elect Directors For For Mgmt
2 Amend Omnibus Stock Plan For For Mgmt
03/31/04 - A The Goldman Sachs Group, 38141G104 02/02/04 2,775
Inc. *GS*
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
3 Declassify the Board of Directors Against Against ShrHoldr
04/02/04 - A Lehman Brothers Holdings 524908100 02/13/04 1,300
Inc. *LEH*
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
04/13/04 - A The Bank Of New York Co., 064057102 02/23/04 6,375
Inc. *BK*
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
3 Amend Executive Incentive Bonus For For Mgmt
Plan
4 Report on Political Contributions Against Against ShrHoldr
5 Limit Executive Compensation Against Against ShrHoldr
6 Limit Composition of Committee Against Against ShrHoldr
to Independent Directors
7 Submit Shareholder Rights Plan Against For ShrHoldr
(Poison Pill) to Shareholder Vote
04/14/04 - A United Technologies Corp. 913017109 02/17/04 1,200
*UTX*
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
3 Disclosure of Executive Against Against ShrHoldr
Compensation
4 Develop Ethical Criteria for Against Against ShrHoldr
Military Contracts
5 Performance-Based/Indexed Options Against Against ShrHoldr
6 Separate Chairman and CEO Against Against ShrHoldr
Positions
04/15/04 - A Novell, Inc. *NOVL* 670006105 02/20/04 7,300
1 Elect Directors For For Mgmt
2 Expense Stock Options Against For ShrHoldr
3 Performance-Based/Indexed Options Against For ShrHoldr
4 Prohibit Auditor from Providing Against Against ShrHoldr
Non-Audit Services
04/15/04 - A Texas Instruments Inc. *TXN* 882508104 02/17/04 7,175
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
3 Expense Stock Options Against For ShrHoldr
as advised by CGT
04/16/04 - S Juniper Networks, Inc. 48203R104 03/10/04 3,000
*JNPR*
1 Issue Shares in Connection with For For Mgmt
an Acquisition
04/19/04 - A Eli Lilly and Co. *LLY* 532457108 02/13/04 1,900
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
3 Approve Executive Incentive For For Mgmt
Bonus Plan
4 Limit Executive Compensation Against Against ShrHoldr
5 Report on Drug Pricing Against Against ShrHoldr
04/20/04 - A Citigroup Inc. *C* 172967101 02/27/04 10,341
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
3 Limit Executive Compensation Against Against ShrHoldr
4 Report on Political Against Against ShrHoldr
Contributions/Activities
5 Prohibit Awards to Executives Against Against ShrHoldr
6 Separate Chairman and CEO Against Against ShrHoldr
Positions
04/21/04 - A The Coca-Cola Company *KO* 191216100 02/23/04 5,200
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
3 Report on Operational Impact of For For ShrHoldr
HIV/AIDS Pandemic
4 Report on Stock Option Against Against ShrHoldr
Distribution by Race and Gender
5 Prohibit Awards to Executives Against Against ShrHoldr
6 Submit Executive Compensation to Against Against ShrHoldr
Vote
7 Submit Executive Compensation to Against Against ShrHoldr
Vote
8 Implement China Principles Against Against ShrHoldr
9 Separate Chairman and CEO Against Against ShrHoldr
Positions
04/22/04 - A Carnival Corp. *CCL* 143658300 02/23/04 2,400
Meeting for Holders of ADRs
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
3 TO AUTHORIZE THE AUDIT COMMITTEE For For Mgmt
OF CARNIVAL PLC TO AGREE THE
REMUNERATION OF THE INDEPENDENT
AUDITORS.
4 TO RECEIVE THE ACCOUNTS AND For For Mgmt
REPORTS FOR CARNIVAL PLC FOR THE
FINANCIAL PERIOD ENDED NOVEMBER
30, 2003.
5 TO APPROVE THE DIRECTORS For For Mgmt
REMUNERATION REPORT OF CARNIVAL
PLC.
6 TO APPROVE LIMITS ON THE For For Mgmt
AUTHORITY TO ALLOT SHARES BY
CARNIVAL PLC.
7 TO APPROVE THE DISAPPLICATION OF For For Mgmt
PRE-EMPTION RIGHTS FOR CARNIVAL
PLC SHARES.
04/22/04 - A Johnson & Johnson *JNJ* 478160104 02/24/04 5,800
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
3 Cease Charitable Contributions Against Against ShrHoldr
04/22/04 - A Pfizer Inc. *PFE* 717081103 02/27/04 16,969
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
3 Approve Omnibus Stock Plan For For Mgmt
4 Report on Operational Impact of Against Against ShrHoldr
HIV/AIDS, TB, and Malaria
Pandemic
5 Cease Political Against Against ShrHoldr
Contributions/Activities
6 Report on Political Against Against ShrHoldr
Contributions/Activities
7 Establish Term Limits for Against Against ShrHoldr
Directors
8 Report on Drug Pricing Against Against ShrHoldr
9 Limit Awards to Executives Against Against ShrHoldr
10 Amend Animal Testing Policy Against Against ShrHoldr
04/26/04 - A American Express Co. *AXP* 025816109 02/27/04 4,450
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
3 Establish Term Limits for Against Against ShrHoldr
Directors
4 Report on Political Against Against ShrHoldr
Contributions/Activities
04/27/04 - A International Business 459200101 02/27/04 1,475
Machines Corp. *IBM*
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
3 Ratify Auditors for the For For Mgmt
Company's Business Consulting
Services Unit
4 Approve Executive Incentive For For Mgmt
Bonus Plan
5 Provide for Cumulative Voting Against Against ShrHoldr
6 Amend Pension and Retirement Against Against ShrHoldr
Medical Insurance Plans
7 Submit Executive Compensation to Against Against ShrHoldr
Vote
8 Expense Stock Options Against Against ShrHoldr
9 Limit Awards to Executives Against Against ShrHoldr
10 China Principles Against Against ShrHoldr
11 Report on Political Against Against ShrHoldr
Contributions/Activities
12 Report on Executive Compensation Against Against ShrHoldr
04/27/04 - A Wells Fargo & Company *WFC* 949746101 03/09/04 2,650
1 Elect Directors For For Mgmt
2 Approve Retirement Plan For For Mgmt
3 Ratify Auditors For For Mgmt
4 Expense Stock Options Against For ShrHoldr
as advised by CGT
5 Limit Executive Compensation Against Against ShrHoldr
6 Link Executive Compensation to Against Against ShrHoldr
Social Issues
7 Report on Political Against Against ShrHoldr
Contributions/Activities
04/28/04 - A Adobe Systems Inc. *ADBE* 00724F101 03/03/04 1,600
1 Elect Directors For For Mgmt
2 Amend Omnibus Stock Plan For For Mgmt
3 Expense Stock Options Against For ShrHoldr
4 Adopt a Plocy that will Committ Against For ShrHoldr
Executives to Hold a Significant
Percentage of their Shares
5 Ratify Auditors For For Mgmt
04/28/04 - A Allergan, Inc. *AGN* 018490102 03/08/04 675
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
3 Expense Stock Options Against For ShrHoldr
4 Separate Chairman and CEO Against Against ShrHoldr
Positions
04/28/04 - A Anheuser-Busch Companies, 035229103 03/01/04 1,900
Inc. *BUD*
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
04/28/04 - A Clear Channel 184502102 03/08/04 5,000
Communications, Inc. *CCU*
1 Elect Directors For Split Mgmt
1.1 Elect Director Alan D.
Feld --- Withhold
1.2 Elect Director Thomas O.
Hicks --- For
1.3 Elect Director Perry J.
Lewis --- For
1.4 Elect Director L. Lowry
Mays --- For
1.5 Elect Director Mark P.
Mays --- For
1.6 Elect Director Randall T.
Mays --- For
1.7 Elect Director B.J. Mccombs ---
For
1.8 Elect Director Phyllis B.
Riggins --- For
1.9 Elect Director Theordore H.
Strauss --- For
1.10 Elect Director J.C. Watts --- For
1.11 Elect Director John H.
Williams --- For
2 Ratify Auditors For For Mgmt
04/28/04 - A General Electric Co. *GE* 369604103 03/01/04 20,400
1 Elect Directors For Split Mgmt
1.1 Elect Director James I. Cash,
Jr. --- For
1.2 Elect Director Dennis D.
Dammerman --- For
1.3 Elect Director Ann M.
Fudge --- For
1.4 Elect Director Claudio X.
Gonzalez --- Withhold
1.5 Elect Director Jeffrey R.
Immelt --- For
1.6 Elect Director Andrea
Jung --- For
1.7 Elect Director Alan G.
Lafley --- For
1.8 Elect Director Kenneth G.
Langone --- For
1.9 Elect Director Ralph S.
Larsen --- For
1.10 Elect Director Rochelle B.
Lazarus --- For
1.11 Elect Director Sam Nunn --- For
1.12 Elect Director Roger S.
Penske --- For
1.13 Elect Director Robert J.
Swieringa --- For
1.14 Elect Director Douglas A. Warner
III --- For
1.15 Elect Director Robert C.
Wright --- For
2 Ratify Auditors For For Mgmt
3 Amend Omnibus Stock Plan For For Mgmt
4 Provide for Cumulative Voting Against Against ShrHoldr
5 Eliminate Animal Testing Against Against ShrHoldr
6 Report on Nuclear Fuel Storage Against Against ShrHoldr
Risks
7 Report on PCB Clean-up Against Against ShrHoldr
8 Report on Foreign Outsourcing Against Against ShrHoldr
9 Prepare Sustainability Report Against Against ShrHoldr
10 Limit Composition of Management Against Against ShrHoldr
Development and Compensation
Committee to Independent
Directors
11 Report on Pay Disparity Against Against ShrHoldr
12 Limit Awards to Executives Against Against ShrHoldr
13 Limit Board Service for Other Against For ShrHoldr
Companies
14 Separate Chairman and CEO Against Against ShrHoldr
Positions
15 Hire Advisor/Maximize Against Against ShrHoldr
Shareholder Value
16 Adopt a Retention Ratio for Against Against ShrHoldr
Executives and Directors
17 Require 70% to 80% Independent Against Against ShrHoldr
Board
18 Report on Political Against Against ShrHoldr
Contributions/Activities
04/28/04 - A Kohl's Corp. *KSS* 500255104 03/03/04 1,600
1 Elect Directors For Split Mgmt
1.1 Elect Director Wayne Embry ---
For
1.2 Elect Director John F. Herma ---
Withhold
1.3 Elect Director R. Lawrence
Montgomery --- Withhold
1.4 Elect Director Frank V. Sica ---
For
2 Ratify Auditors For For Mgmt
3 Performance-Based Stock/Indexed Against Against ShrHoldr
Options
4 Separate Chairman and CEO Against Against ShrHoldr
Positions
04/29/04 - A Altria Group, Inc. *MO* 02209S103 03/08/04 1,400
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
3 Report on Product Warnings for Against Against ShrHoldr
Pregnant Women
4 Report on Health Risks Against Against ShrHoldr
Associated with Cigarette Filters
5 Political Against Against ShrHoldr
Contributions/Activities
6 Cease Use of Light and Ultra Against Against ShrHoldr
Light in Cigarette Marketing
7 Place Canadian Style Warnings on Against Against ShrHoldr
Cigarette Packaging
8 Separate Chairman and CEO Against Against ShrHoldr
Positions
04/29/04 - A Broadcom Corp. *BRCM* 111320107 03/05/04 1,400
1 Elect Directors For For Mgmt
2 Amend Omnibus Stock Plan For Against Mgmt
The plan includes change-in-control
provisions. Dilution of 29.12%.
3 Ratify Auditors For For Mgmt
04/29/04 - A Capital One Financial Corp. 14040H105 02/29/04 1,300
*COF*
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
3 Approve Omnibus Stock Plan For For Mgmt
04/29/04 - A Kimberly-Clark Corp. *KMB* 494368103 03/01/04 1,770
1 Elect Directors For Withhold Mgmt
2 Amend Omnibus Stock Plan For For Mgmt
3 Ratify Auditors For For Mgmt
4 Submit Shareholder Rights Plan Against For ShrHoldr
(Poison Pill) to Shareholder Vote
05/04/04 - A Bristol-Myers Squibb Co. 110122108 03/08/04 3,700
*BMY*
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
3 Report on Political Against Against ShrHoldr
Contributions/Activities
4 Cease Political Against Against ShrHoldr
Contributions/Activities
5 Separate Chairman and CEO Against Against ShrHoldr
Positions
6 Report on Operational Impact of Against Against ShrHoldr
HIV/AIDS, TB, and Malaria
Pandemic
7 Require Affirmative Vote of a Against Against ShrHoldr
Majority of the Shares to Elect
Directors
05/04/04 - A Caremark Rx, Inc. *CMX* 141705103 04/01/04 3,150
1 Elect Directors For For Mgmt
05/04/04 - A WYNN RESORTS LTD *WYNN* 983134107 03/31/04 2,670
1 Elect Directors For For Mgmt
2 Approve Executive Incentive For For Mgmt
Bonus Plan
3 Ratify Auditors For For Mgmt
05/05/04 - A EMC Corp. *EMC* 268648102 03/08/04 7,575
1 Elect Directors For For Mgmt
2 Amend Omnibus Stock Plan For For Mgmt
3 Amend Employee Stock Purchase For For Mgmt
Plan
4 Ratify Auditors For For Mgmt
5 Limit Executive Compensation Against Against ShrHoldr
05/05/04 - A PepsiCo, Inc. *PEP* 713448108 03/12/04 3,075
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
3 Approve Executive Incentive For For Mgmt
Bonus Plan
4 Report on Political Against Against ShrHoldr
Contributions/Activities
5 Report on Operational Impact of Against Against ShrHoldr
HIV/AIDS, TB, and Malaria
Pandemic
05/06/04 - A United Parcel Service, Inc. 911312106 03/08/04 1,700
*UPS*
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
05/11/04 - A 3M CO *MMM* 88579Y101 03/12/04 3,850
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
3 Increase Authorized Common Stock For For Mgmt
4 Separate Chairman and CEO Against Against ShrHoldr
Positions
05/11/04 - A Altera Corp. *ALTR* 021441100 03/16/04 3,700
1 Elect Directors For For Mgmt
2 Amend Stock Option Plan For For Mgmt
3 Amend Employee Stock Purchase For For Mgmt
Plan
4 Ratify Auditors For For Mgmt
5 Approve Option Expensing Against For ShrHoldr
as
05/11/04 - A Boston Scientific Corp. 101137107 03/19/04 3,200
*BSX*
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
05/12/04 - A St. Jude Medical, Inc. *STJ* 790849103 03/15/04 875
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
3 Approve Executive Incentive For For Mgmt
Bonus Plan
4 Increase Authorized Common Stock For For Mgmt
5 Limit Executive Compensation Against Against ShrHoldr
05/12/04 - A UnitedHealth Group 91324P102 03/15/04 2,650
Incorporated *UNH*
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
3 Expense Stock Options Against For ShrHoldr
as advised by CGT
4 Limit Awards to Executives Against Against ShrHoldr
05/12/04 - A Univision Communications 914906102 03/15/04 4,587
Inc. *UVN*
1 Elect Directors For Split Mgmt
1.1 Elect Director A. Jerrold
Perenchio --- Withhold
1.2 Elect Director Fernando
Aguirre --- For
1.3 Elect Director Harold Gaba ---
For
1.4 Elect Director Alan F. Horn ---
For
1.5 Elect Director John G. Perenchio
--- Withhold
1.6 Elect Director Ray Rodriguez ---
Withhold
1.7 Elect Director McHenry T.
Tichenor, Jr. --- Withhold
2 Ratify Auditors For For Mgmt
3 Approve Omnibus Stock Plan For For Mgmt
05/13/04 - A Amgen, Inc. *AMGN* 031162100 03/19/04 4,121
1 Elect Directors For Split Mgmt
1.1 Elect Director Frank J. Biondi,
Jr. --- For
1.2 Elect Director Jerry D.
Choate --- Withhold
1.3 Elect Director Frank C.
Herringer --- For
1.4 Elect Director Gilbert S.
Omenn --- For
2 Ratify Auditors For For Mgmt
3 Prepare Glass Ceiling Report Against Against ShrHoldr
4 Expense Stock Options Against For ShrHoldr
05/17/04 - A Anthem Inc. *ATH* 03674B104 03/19/04 1,675
1 Elect Directors For For Mgmt
05/18/04 - A Guidant Corp. *GDT* 401698105 03/11/04 1,100
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
3 Expense Stock Options Against For ShrHoldr
as advised by CGT
05/19/04 - A American International 026874107 03/26/04 4,100
Group, Inc. *AIG*
1 Elect Directors For For Mgmt
2 Approve Executive Incentive For For Mgmt
Bonus Plan
3 Approve Non-Employee Director For For Mgmt
Stock Option Plan
4 Ratify Auditors For For Mgmt
5 Report on Political Against Against ShrHoldr
Contributions/Activities
6 Divest from Tobacco Equities Against Against ShrHoldr
7 Link Executive Compensation to Against Against ShrHoldr
Predatory Lending
05/19/04 - A Intel Corp. *INTC* 458140100 03/22/04 14,000
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
3 Approve Omnibus Stock Plan For For Mgmt
4 Expense Stock Options Against For ShrHoldr
5 Limit/Prohibit Awards to Against Against ShrHoldr
Executives
6 Performance- Based/Indexed Against Against ShrHoldr
Options
05/19/04 - A Juniper Networks, Inc. 48203R104 03/22/04 4,300
*JNPR*
1 Elect Directors For Split Mgmt
1.1 Elect Director Pradeep Sindhu
--- For
1.2 Elect Director Robert M.
Calderoni --- For
1.3 Elect Director Kenneth Levy ---
Withhold
as advised by CGT
2 Ratify Auditors For For Mgmt
05/19/04 - A Mercury Interactive Corp. 589405109 03/22/04 3,100
*MERQ*
1 Elect Directors For For Mgmt
2 Increase Authorized Common Stock For For Mgmt
3 Ratify Auditors For For Mgmt
05/19/04 - A Target Corporation *TGT* 87612E106 03/22/04 2,841
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
3 Amend Omnibus Stock Plan For For Mgmt
05/19/04 - A Viacom Inc. *VIA* 925524308 03/22/04 2,850
1 Elect Directors For Split Mgmt
1.1 Elect Director George S.
Abrams --- Withhold
as advised by CGT
1.2 Elect Director David R.
Andelman --- Withhold
as advised by CGT
1.3 Elect Director Joseph A.
Califano, Jr. --- For
1.4 Elect Director William S.
Cohen --- For
1.5 Elect Director Philippe P.
Dauman --- Withhold
as advised by CGT
1.6 Elect Director Alan C.
Greenberg --- Withhold
as advised by CGT
1.7 Elect Director Mel Karmazin ---
Withhold
as advised by CGT
1.8 Elect Director Jan Leschly ---
For
1.9 Elect Director David T.
McLaughlin --- For
1.10 Elect Director Shari
Redstone --- Withhold
as advised by CGT
1.11 Elect Director Sumner M.
Redstone --- Withhold
as advised by CGT
1.12 Elect Director Frederic V.
Salerno --- Withhold
1.13 Elect Director William
Schwartz --- Withhold
1.14 Elect Director Patty
Stonesifer --- For
1.15 Elect Director Robert D.
Walter --- For
2 Ratify Auditors For For Mgmt
3 Approve Omnibus Stock Plan For For Mgmt
4 Amend Non-Employee Director For For Mgmt
Stock Option Plan
05/20/04 - A C.H. Robinson Worldwide, 12541W100 03/22/04 2,290
Inc. *CHRW*
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
05/20/04 - A McDonald's Corp. *MCD* 580135101 03/22/04 2,500
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
3 Amend Omnibus Stock Plan For For Mgmt
4 Approve/Amend Executive For For Mgmt
Incentive Bonus Plan
05/20/04 - A Teva Pharmaceutical 881624209 04/15/04 1,600
Industries
Meeting for Holders of ADRs
1 TO RECEIVE AND DISCUSS THE For Mgmt
COMPANY S CONSOLIDATED BALANCE SHEET AS OF DECEMBER
31, 2003 AND THE CONSOLIDATED STATEMENTS.
2 TO APPROVE THE BOARD OF For Mgmt
DIRECTORS RECOMMENDATION THAT THE CASH DIVIDEND FOR
THE YEAR ENDED DECEMBER 31, 2003, WHICH WAS PAID IN
FOUR INSTALLMENTS AND AGGREGATED NIS 1.44
(APPROXIMATELY US$0.322) PER ORDINARY SHARE, BE
DECLARED FINAL.
3 TO ELECT ABRAHAM E. COHEN TO For Mgmt
SERVE FOR A THREE-YEAR TERM.
4 TO ELECT LESLIE DAN TO SERVE FOR For Mgmt
A THREE-YEAR TERM.
5 TO ELECT PROF. MEIR HETH TO For Mgmt
SERVE FOR A THREE-YEAR TERM.
6 TO ELECT PROF. MOSHE MANY TO For Mgmt
SERVE FOR A THREE-YEAR TERM.
7 TO ELECT DOV SHAFIR TO SERVE FOR For Mgmt
A THREE-YEAR TERM.
8 TO APPROVE THE PURCHASE OF For Mgmt
DIRECTOR S AND OFFICER S LIABILITY INSURANCE FOR THE
DIRECTORS AND OFFICERS OF THE COMPANY.
9 Ratify Auditors For Mgmt
Not voted due to shareblocking restriction.
The potential impact on trading/loan share
activities would outweigh the economic value
of the vote.
05/20/04 - A Tiffany & Co. *TIF* 886547108 03/25/04 1,945
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
05/20/04 - A Yum Brands, Inc. *YUM* 988498101 03/22/04 1,840
1 Elect Directors For For Mgmt
2 Approve Executive Incentive For For Mgmt
Bonus Plan
3 Ratify Auditors For For Mgmt
4 Adopt Smoke-Free Restaurant Against Against ShrHoldr
Policy
5 Prepare a Sustainability Report Against Against ShrHoldr
6 Adopt MacBride Principles Against Against ShrHoldr
7 Report on Genetically Modified Against Against ShrHoldr
Organisms (GMO)
8 Report on Animal Welfare Against Against ShrHoldr
Standards
05/21/04 - A Yahoo!, Inc. *YHOO* 984332106 03/25/04 6,090
1 Elect Directors For Withhold Mgmt
1.1 Elect Director Terry S.
Semel --- Withhold
As advised by the CGT.
1.2 Elect Director Jerry Yang ---
Withhold
As advised by the CGT.
1.3 Elect Director Roy J.
Bostock --- Withhold
As advised by the CGT.
1.4 Elect Director Ronald W.
Burkle --- Withhold
As advised by the CGT.
1.5 Elect Director Eric Hippeau ---
Withhold
As advised by the CGT.
1.6 Elect Director Arthur H.
Kern --- Withhold
As advised by the CGT.
1.7 Elect Director Robert A.
Kotick --- Withhold
As advised by the CGT.
1.8 Elect Director Edward R.
Kozel --- Withhold
As advised by the CGT.
1.9 Elect Director Gary L.
Wilson --- Withhold
As advised by the CGT.
2 Amend Employee Stock Purchase For For Mgmt
Plan
3 Ratify Auditors For For Mgmt
4 Expense Stock Options Against For ShrHoldr
As advised by the CGT.
05/25/04 - A Fannie Mae *FNM* 313586109 04/06/04 2,100
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
3 Amend Employee Stock Purchase For For Mgmt
Plan
4 Provide for Cumulative Voting Against Against ShrHoldr
05/25/04 - A Gilead Sciences, Inc. *GILD* 375558103 04/05/04 725
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
3 Approve Omnibus Stock Plan For For Mgmt
4 Increase Authorized Common Stock For For Mgmt
05/26/04 - A Amphenol Corp. *APH* 032095101 03/29/04 1,675
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
3 Increase Authorized Common Stock For For Mgmt
4 Approve Non-Employee Director For For Mgmt
Stock Option Plan
5 Approve Executive Incentive For For Mgmt
Bonus Plan
05/26/04 - A Exxon Mobil Corp. *XOM* 30231G102 04/05/04 3,700
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
3 Approve Non-Employee Director For For Mgmt
Restricted Stock Plan
4 Affirm Political Nonpartisanship Against Against ShrHoldr
5 Report on Political Against Against ShrHoldr
Contributions/Activities
6 Report on Equatorial Guinea Against Against ShrHoldr
7 Separate Chairman and CEO Against Against ShrHoldr
Positions
8 Prohibit Awards to Executives Against Against ShrHoldr
9 Report on Stock Option Against Against ShrHoldr
Distribution by Race and Gender
10 Amend EEO Statement to Include Against For ShrHoldr
Reference to Sexual Orientation
as advised by cgt
11 Report on Climate Change Research Against Against ShrHoldr
05/27/04 - A Chiron Corp. *CHIR* 170040109 03/29/04 1,000
1 Elect Directors For For Mgmt
2 Amend Omnibus Stock Plan For Against Mgmt
As advised by the CGT
3 Ratify Auditors For For Mgmt
05/27/04 - A Genzyme Corp. *GENZ* 372917104 03/31/04 700
1 Elect Directors For For Mgmt
2 Amend Employee Stock Purchase For For Mgmt
Plan
3 Approve Stock Option Plan For For Mgmt
4 Amend Non-Employee Director For For Mgmt
Stock Option Plan
5 Increase Authorized Preferred For Against Mgmt
Stock
As advised by the CGT
6 Ratify Auditors For For Mgmt
7 Limit Awards to Executives Against Against ShrHoldr
05/27/04 - A Home Depot, Inc. (The) *HD* 437076102 03/29/04 4,690
1 Elect Directors For Split Mgmt
1.1 Elect Director Gregory D.
Brenneman --- For
1.2 Elect Director Richard H.
Brown --- For
1.3 Elect Director John L.
Clendenin --- For
1.4 Elect Director Berry R. Cox ---
For
1.5 Elect Director Claudio X.
Gonzalez --- Withhold
As advised by the CGT
1.6 Elect Director Milledge A. Hart,
III --- For
1.7 Elect Director Bonnie G.
Hill --- For
1.8 Elect Director Kenneth G.
Langone --- For
1.9 Elect Director Robert L.
Nardelli --- For
1.10 Elect Director Roger S.
Penske --- For
2 Ratify Auditors For For Mgmt
3 Establish Term Limits for Against Against ShrHoldr
Directors
4 Submit Shareholder Rights Plan Against For ShrHoldr
(Poison Pill) to Shareholder Vote
As advised by the CGT
5 Performance-Based/Indexed Against Against ShrHoldr
Options
6 Adopt ILO Based Code of Conduct Against Against ShrHoldr
7 Submit Severance Agreement Against For ShrHoldr
(Change-in-Control) to
Shareholder Vote
As advised by the CGT
8 Require Affirmative Vote of the Against Against ShrHoldr
Majority of the Shares to Elect
Directors
05/27/04 - A Inamed Corp. *IMDC* 453235103 04/12/04 882
1 Elect Directors For Split Mgmt
1.1 Elect Director Nicholas L.
Teti --- For
1.2 Elect Director James E.
Bolin --- For
1.3 Elect Director Malcolm R.
Currie, Ph.D. --- Withhold
As advised by the CGT
1.4 Elect Director John C.
Miles II --- For
1.5 Elect Director Mitchell S.
Rosenthal, M.D. --- For
1.6 Elect Director Joy A.
Amundson --- For
1.7 Elect Director Terry E.
Vandewarker --- For
2 Increase Authorized Common Stock For For Mgmt
3 Approve Stock Option Plan For For Mgmt
4 Amend Restricted Stock Plan For For Mgmt
5 Ratify Auditors For For Mgmt
6 Other Business For Against Mgmt
05/28/04 - A Lowe *LOW* 548661107 04/01/04 2,675
1 Elect Directors For Split Mgmt
1.1 Elect Director Leonard L.
Berry --- For
1.2 Elect Director Paul Fulton ---
For
1.3 Elect Director Dawn E.
Hudson --- Withhold
1.4 Elect Director Marshall O.
Larsen --- For
1.5 Elect Director Robert A.
Niblock --- For
1.6 Elect Director Stephen F.
Page --- For
1.7 Elect Director O. Temple Sloan,
Jr. --- For
1.8 Elect Director Robert L.
Tillman --- For
2 Ratify Auditors For For Mgmt
05/28/04 - A Marvell Technology Group Ltd G5876H105 04/14/04 2,500
*MRVL*
Meeting for Holders of ADRs
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
3 TO AUTHORIZE THE BOARD OF For For Mgmt
DIRECTORS TO FIX THE AUDITORS REMUNERATION FOR THE
2005 FISCAL YEAR ENDING JANUARY 29, 2005.
4 TO APPROVE AN INCREASE TO THE For For Mgmt
COMPANY S AUTHORIZED SHARE
CAPITAL.
06/01/04 - A The TJX Companies, Inc. 872540109 04/12/04 2,325
*TJX*
1 Elect Directors For For Mgmt
2 Amend Omnibus Stock Plan For For Mgmt
3 Implement ILO Based Code of Against Against ShrHoldr
Conduct
4 Report on Vendor Standards Against Against ShrHoldr
5 Declassify the Board of Directors Against Against ShrHoldr
06/04/04 - A Wal-Mart Stores, Inc. *WMT* 931142103 04/05/04 5,975
1 Elect Directors For For Mgmt
2 Approve Stock Option Plan For For Mgmt
3 Approve Stock Option Plan For For Mgmt
4 Amend Employee Stock Purchase For For Mgmt
Plan
5 Ratify Auditors For For Mgmt
6 Separate Chairman and CEO Against Against ShrHoldr
Positions
7 Prepare Sustainability Report Against Against ShrHoldr
8 Report on Stock Option Against Against ShrHoldr
Distribution by Race and Gender
9 Report on Genetically Modified Against Against ShrHoldr
Organisms (GMO)
10 Prepare Diversity Report Against Against ShrHoldr
11 Submit Executive Compensation to Against Against ShrHoldr
Vote
06/10/04 - A PETsMART *PETM* 716768106 04/12/04 5,120
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
06/16/04 - A BIOGEN IDEC INC *BIIB* 09062X103 04/20/04 900
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
06/17/04 - A Staples, Inc. *SPLS* 855030102 04/19/04 3,300
1 Elect Directors For For Mgmt
2 Approve Omnibus Stock Plan For For Mgmt
3 Amend Employee Stock Purchase For For Mgmt
Plan
4 Amend Employee Stock Purchase For For Mgmt
Plan
5 Ratify Auditors For For Mgmt
6 Submit Shareholder Rights Plan Against Against ShrHoldr
(Poison Pill) to Shareholder Vote
7 Submit Shareholder Rights Plan Against For ShrHoldr
(Poison Pill) to Shareholder Vote
as advised by CGT
8 Limit Executive Compensation Against Against ShrHoldr
9 Prohibit Auditor from Providing Against Against ShrHoldr
Non-Audit Services
06/22/04 - A Chico's FAS, Inc. *CHS* 168615102 04/26/04 2,541
1 Elect Directors For For Mgmt
2 Change Range for Size of the For For Mgmt
Board
3 Amend Employee Stock Purchase For For Mgmt
Plan
4 Ratify Auditors For For Mgmt
06/23/04 - A IAC / INTERACTIVECORP *IACI* 45840Q101 04/29/04 11,630
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
06/24/04 - A eBay Inc. *EBAY* 278642103 04/26/04 4,080
1 Elect Directors For For Mgmt
2 Amend Omnibus Stock Plan For For Mgmt
3 Amend Stock Option Plan For For Mgmt
4 Increase Authorized Common Stock For Against Mgmt
5 Ratify Auditors For For Mgmt
6 Expense Stock Options Against For ShrHoldr
06/28/04 - S Anthem Inc. *ATH* 03674B104 05/10/04 1,415
1 Issue Shares in Connection with For For Mgmt
an Acquisition
2 Change Company Name For For Mgmt
Any ballot marked 'Abstain' is considered to have been voted. Ballots marked
'Abstain' are considered to be have been voted against management's
recommendation, regardless of whether the recommendation is 'For' or 'Against,'
except where management has made no recommendation.
Where management has made no recommendation on a ballot item, the abbreviation
N/A is used to denote that there is no applicable recommendation compared to
which a vote may be 'For' or 'Against' the recommendation of management.
SIGNATURES:
Pursuant to the requirements of 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.
"For - management is proponent; Against - shareholder is proponent"
CIGNA Funds Group - Large Cap Growth/Morgan Stanley Fund
-----------------------------------------------------------------------
(Registrant)
By /s/ Jeffrey S. Winer, Vice President and Secretary
----------------------------------------------
(Signature & Title)
Date: August 19, 2004