-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, GnL8RJA1sQVJMUwaEAs7Zz7TlwuPATgOyFcDpnYTZ/dIHoXLgcks9jq9YDYz2f8n 1N9pEpHVuuxMlsDB+g6OYg== 0001193805-05-000363.txt : 20050228 0001193805-05-000363.hdr.sgml : 20050228 20050228162014 ACCESSION NUMBER: 0001193805-05-000363 CONFORMED SUBMISSION TYPE: NSAR-B PUBLIC DOCUMENT COUNT: 4 CONFORMED PERIOD OF REPORT: 20041231 FILED AS OF DATE: 20050228 DATE AS OF CHANGE: 20050228 EFFECTIVENESS DATE: 20050228 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CIGNA INVESTMENT SECURITIES CENTRAL INDEX KEY: 0000049975 IRS NUMBER: 231886274 STATE OF INCORPORATION: MA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: NSAR-B SEC ACT: 1940 Act SEC FILE NUMBER: 811-02299 FILM NUMBER: 05645832 BUSINESS ADDRESS: STREET 1: 2223 WASHINGTON STREET STREET 2: 3 NEWTON EXECUTIVE PARK, SUITE 200 CITY: NEWTON STATE: MA ZIP: 02462 BUSINESS PHONE: 860.534.4700 MAIL ADDRESS: STREET 1: C\O TIMESSQUARE CAPITAL MANAGEMENT, INC. STREET 2: 280 TRUMBULL STREET, H16C CITY: HARTFORD STATE: CT ZIP: 06103 FORMER COMPANY: FORMER CONFORMED NAME: CIGNA INVESTMENT SECURITIES INC DATE OF NAME CHANGE: 19990819 FORMER COMPANY: FORMER CONFORMED NAME: INA INCOME & CONVERTIBLE FUND DATE OF NAME CHANGE: 19730426 NSAR-B 1 answer.fil ANNUAL REPORT PAGE 1 000 B000000 12/31/2004 000 C000000 0000049975 000 D000000 N 000 E000000 NF 000 F000000 Y 000 G000000 N 000 H000000 N 000 I000000 6.1 000 J000000 A 001 A000000 CIGNA INVESTMENT SECURITIES 001 B000000 811-2299 001 C000000 8605344700 002 A000000 3 NEWTON EXECUTIVE PARK, SUITE 200 002 B000000 NEWTON 002 C000000 MA 002 D010000 02462 003 000000 N 004 000000 N 005 000000 N 006 000000 N 007 A000000 N 007 B000000 0 007 C010100 1 007 C010200 2 007 C010300 3 007 C010400 4 007 C010500 5 007 C010600 6 007 C010700 7 007 C010800 8 007 C010900 9 007 C011000 10 008 A000001 CIGNA INVESTMENT ADVISORS, INC. 008 B000001 A 008 C000001 801-18094 008 D010001 HARTFORD 008 D020001 CT 008 D030001 06152 008 D040001 2210 012 A000001 EQUISERVE INC. 012 B000001 84-05925 012 C010001 CANTON 012 C020001 MA 012 C030001 02021 013 A000001 PRICEWATERHOUSECOOPERS LLC 013 B010001 BOSTON 013 B020001 MA 013 B030001 02110 015 A000001 STATE STREET BANK AND TRUST COMPANY 015 B000001 C 015 C010001 BOSTON PAGE 2 015 C020001 MA 015 C030001 02266 015 E010001 X 018 000000 Y 019 A000000 N 019 B000000 0 020 C000001 0 020 C000002 0 020 C000003 0 020 C000004 0 020 C000005 0 020 C000006 0 020 C000007 0 020 C000008 0 020 C000009 0 020 C000010 0 021 000000 0 022 A000001 CIGNA FUNDS GROUP MONEY MARKET FUND 022 B000001 04-6538385 022 C000001 42049 022 D000001 42379 022 A000002 BARCLAYS CAPITAL INC. 022 B000002 06-1031656 022 C000002 16751 022 D000002 9335 022 A000003 GOLDMAN SACHS & CO. 022 B000003 13-5108880 022 C000003 9883 022 D000003 7156 022 A000004 JP MORGAN CHASE BANK 022 B000004 13-2624428 022 C000004 8304 022 D000004 8507 022 A000005 BONY COUNTRYWIDE SECURITIES CORP. 022 B000005 95-3667085 022 C000005 5798 022 D000005 7704 022 A000006 UBS WARBURG LLC 022 B000006 13-3873456 022 C000006 5442 022 D000006 4892 022 A000007 LEHMAN BROTHERS INC. 022 B000007 13-2518466 022 C000007 3497 022 D000007 3603 022 A000008 CUSTODIAL TRUST & CO. 022 B000008 13-3299429 022 C000008 5366 022 D000008 935 022 A000009 DEUTSCHE BANK SECURITIES INC. 022 B000009 13-2473088 PAGE 3 022 C000009 3255 022 D000009 2966 022 A000010 BEAR STEARNS SECURITIES CORP. 022 B000010 13-4946705 022 C000010 2797 022 D000010 2593 023 C000000 114448 023 D000000 102019 024 000000 Y 025 A000001 GOLDMAN SACHS GROUP, INC. 025 B000001 13-5108880 025 C000001 D 025 D000001 338 025 A000002 MORGAN STANLEY GROUP, INC. 025 B000002 13-2838811 025 C000002 D 025 D000002 241 025 A000003 CITIGROUP, INC. 025 B000003 11-2418191 025 C000003 D 025 D000003 1331 025 A000004 CREDIT SUISSE FIRST BOSTON 025 B000004 13-4097000 025 C000004 D 025 D000004 134 025 A000005 LEHMAN BROTHERS 025 B000005 13-2518466 025 C000005 D 025 D000005 201 025 A000006 MORGAN (J.P.) 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BINGHAM, III TITLE VP & TREASURER EX-99.77 2 e500186_ex99-77.txt EXHIBIT INDEX EXHIBIT INDEX 77.B ACCOUNTANT'S REPORT ON INTERNAL CONTROL 77Q1 INTERIM ADVISORY AGREEMENT EX-99.77.B 3 e500186_ex99-77b.txt ACCOUNTANT'S REPORT ON INTERNAL CONTROL Report of Independent Registered Public Accounting Firm To the Board of Trustees and Shareholders of the CIGNA Investment Securities In planning and performing our audit of the financial statements of CIGNA Investment Securities (the "Fund") for the year ended December 31, 2004, we considered their internal control, including control activities for safeguarding securities, in order to determine our auditing procedures for the purpose of expressing our opinion on the financial statements and to comply with the requirements of Form N-SAR, not to provide assurance on internal control. The management of the Fund is responsible for establishing and maintaining internal control. In fulfilling this responsibility, estimates and judgments by management are required to assess the expected benefits and related costs of controls. Generally, controls that are relevant to an audit pertain to the entity's objective of preparing financial statements for external purposes that are fairly presented in conformity with generally accepted accounting principles. Those controls include the safeguarding of assets against unauthorized acquisition, use or disposition. Because of inherent limitations in internal control, errors or fraud may occur and not be detected. Also, projection of any evaluation of internal control to future periods is subject to the risk that controls may become inadequate because of changes in conditions or that the effectiveness of their design and operation may deteriorate. Our consideration of internal control would not necessarily disclose all matters in internal control that might be material weaknesses under standards established by the Public Company Accounting Oversight Board (United States). A material weakness is a condition in which the design or operation of one or more of the internal control components does not reduce to a relatively low level the risk that misstatements caused by error or fraud in amounts that would be material in relation to the financial statements being audited may occur and not be detected within a timely period by employees in the normal course of performing their assigned functions. However, we noted no matters involving internal control and its operation, including controls for safeguarding securities, that we consider to be material weaknesses as defined above as of December 31, 2004. This report is intended solely for the information and use of the Board of Trustees, management and the Securities and Exchange Commission and is not intended to be and should not be used by anyone other than these specified parties. PricewaterhouseCoopers LLP Boston, Massachusetts February 22, 2005 EX-99.77Q1 4 e500186_ex99-77q1.txt INTERIM ADVISORY AGREEMENT INTERIM INVESTMENT ADVISORY AGREEMENT AGREEMENT MADE THIS 24th day of November, 2004, by and between CIGNA INVESTMENT SECURITIES, a Massachusetts business trust (the "Company"), and BLACKROCK ADVISORS, INC., a Delaware corporation (the "Adviser"). WITNESSETH: WHEREAS, the Company and the Adviser wish to enter into an agreement setting forth the terms upon which the Adviser will perform certain services for the Company; NOW, THEREFORE, in consideration of the premises and the mutual agreements herein contained, the parties hereto agree as follows: 1. The Company hereby employs the Adviser to manage the investment and reinvestment of the assets of the Company, subject to the control of the Board of Trustees of the Company, for the period and on the terms herein set forth. The Adviser hereby accepts such employment and agrees during such period, at its own expense, to render the services and to assume the obligations herein set forth for the compensation herein provided. 2. (a) The Adviser, at its expense, will furnish continuously an investment program for the Company, will determine, subject to the control and periodic review of the Board of Trustees of the Company, what investments shall be purchased, held, sold or exchanged by the Company, and what portion, if any, of the assets of the Company shall be held in cash, cash equivalents or other temporary investments and will, on behalf of the Company, make changes in the Company's investments. (b) The Adviser, at its own expense, shall place orders for the purchase and sale of portfolio securities for the Company's account with brokers or dealers selected by the Adviser. In executing portfolio transactions and selecting brokers or dealers, the Adviser will use its best efforts to seek on behalf of the Company the best overall terms available. In assessing the best overall terms available for any transaction, the Adviser shall consider all factors it deems relevant, including the breadth of the market in the security, the price of the security, the financial condition and execution capability of the broker or dealer, and the reasonableness of the commission, if any (for the specific transaction and on a continuing basis). In evaluating the best overall terms available, and in selecting the broker or dealer to execute a particular transaction, the Adviser may also consider the brokerage and research services (as those terms are defined in Section 28(e) of the Securities Exchange Act of 1934) provided to the Company and/or other accounts over which the Adviser or an affiliate of the Adviser exercises investment discretion. The Adviser is authorized to pay to a broker or dealer who provides such brokerage and research services a commission for executing a Company portfolio transaction which is in excess of the amount of commission another broker or dealer would have charged for effecting that transaction if, but only if, the Adviser determines in good faith that such commission was reasonab1e in relation to the value of the brokerage and research services provided by such broker or dea1er--viewed in terms of that particular transaction or in terms of all of the accounts over which investment discretion is so exercised. 3. In addition to performing at its own expense the obligations set forth in paragraph 2 hereof, the Adviser shall furnish at its own expense or pay the expenses of the Company for 1 office space in the offices of the Adviser or in such other place as may be agreed upon from time to time, and all necessary office facilities and equipment. 4. Except as otherwise agreed by the Advisor, nothing in paragraph 3 hereof shall require the Adviser to bear, or to reimburse the Company for: (a) any of the costs of printing and mailing proxy materials of the Company; (b) the costs of printing and mailing of sales literature and offering circulars required by regulatory authorities; (c) compensation of the Trustees of the Company who are not directors, officers or employees of the Adviser or any of its subsidiaries; (d) registration, filing and other fees in connection with requirements of regulatory authorities or listing or obtaining trading privileges on stock exchanges; (e) the charges and expenses of the custodian and other third parties appointed by the Company for custodial, paying agent, transfer agent and plan agent services; (f) charges and expenses of independent accountants retained by the Company; (g) charges and expenses of any transfer agents and registrars appointed by the Company; (h) issue and transfer taxes, brokers' commissions chargeable to the Company in connection with securities transactions to which the Company is a party, including any portion of such commissions attributable to research and brokerage services as defined by Section 28(e) of the Securities Exchange Act of 1934, as amended from time to time; (i) taxes and fees payable by the Company to federal, state or other governmental agencies; (j) the cost of stock certificates (if any) representing shares of the Company; (k) legal fees and expenses in connection with the affairs of the Company, including registering and qualifying its shares with federal and state regulatory authorities; and (1) expenses of shareholders' and trustees' meetings. 5. The Adviser shall indemnify the Company against any expense of personnel of the Adviser, or any affiliate of the Adviser, which might otherwise have been charged to the Company under any provision of this Agreement. 6. The Adviser agrees to hold the Company harmless with respect to any and all damages the Company may sustain resulting from any dishonest act of any employee or agent of the Adviser. This paragraph 6 is in addition to, and not by way of limitation of, any other rights of indemnification which the Company may have hereunder or otherwise. 7. The services of the Adviser to the Company hereunder are not to be deemed exclusive and the Adviser shall be free to render similar service to others so long as its services hereunder are not impaired or interfered with thereby. 2 8. (a) As compensation for all services to be rendered by the Adviser hereunder, the Company shall pay the Adviser an investment advisory fee at an annual rate of 0.55% of the first $75 million of the Company's average net assets, and 0.40% of average net assets in excess of $75 million. The Company's average net asset value shall be determined as of the close of business on the last day in each week in which the New York Stock Exchange is open for trading, and such other times as the Board of Trustees of the Company shall determine. Said fee shall be paid in monthly installments promptly following the end of each month and each installment shall be based on the average of the weekly net asset values of the Company computed during such month by the Adviser. (b) The fee as described in the paragraph 8(a) shall be reduced in any fiscal year of the Company by the amount that the expenses of the Company, including such fee but excluding taxes, transaction costs incurred in acquiring and disposing of portfolio securities, interest and extraordinary expenses, exceed the total of 1 1/2% of the first $30 million of the Company's average monthly net asset value and 1% of the excess over $30 million or the expense limits imposed upon investment companies then selling their shares by the securities commissions of the states in which the companies were registered for sale, whichever is higher. Reductions shall be made at the time of each monthly payment on an estimated basis, if appropriate, and an adjustment to reflect the reduction on an annual basis shall be made, if necessary, in the fee payable with respect to the last month in any fiscal year of the Company. The Adviser shall promptly refund any amount paid in excess of the fee determined to be due for such year. (c) The compensation provided in this paragraph 8 shall be the only compensation to which the Adviser shall be entitled under this Agreement. (d) If this Agreement shall become effective subsequent to the first day of a month, or shall terminate before the last day of a month, the Adviser's compensation for such fraction of the month shall be determined by applying the foregoing percentages to the average of the weekly net asset values of the Company during such fraction of a month (or, if none, to the asset value of the Company as calculated on the last day of the preceding month on which the New York Stock Exchange was open for trading) and in the proportion that such fraction of a month bears to the entire month. 9. (a) This Agreement will take effect on the date of this Agreement, and unless sooner terminated, this Agreement will terminate on the 150th day following the date of termination of the predecessor agreement between the Company and TimesSquare Capital Management, Inc. (b) This Agreement shall immediately terminate in event of its assignment (as that term is defined in the Investment Company Act of 1940). (c) This Agreement may be terminated by the Adviser on 90 days' written notice to the Company. 10. Any notice under this Agreement shall be in writing, addressed and delivered or mailed postage prepaid to the other party at such address as such other party may designate for the receipt of such notices. Until further notice to the other party, it is agreed that the address of the Company is c/o TimesSquare Capital Management, Inc., 280 Trumbull Street, Hartford, CT 06103 and that of the Adviser for this purpose shall be 100 Bellevue Parkway, Wilmington, DE 19809. 3 11. INTERIM CONTRACT PROVISIONS. Notwithstanding any other provision of this Agreement: (a) Prior to this Agreement being approved by a vote of a majority of the Company's outstanding voting securities in accordance with the Investment Company Act of 1940, as amended (the "1940 Act"): (i) in no event shall compensation paid to the Adviser hereunder exceed the amount permitted by Rule 15a-4 under the 1940 Act; (ii) all fees payable to the Adviser hereunder shall be held in an interest-bearing escrow account with the Company's custodian or a bank (the "Escrow Account"); and (iii) this Agreement may be terminated at any time without the payment of any penalty, by vote of the Trustees of the Company or by a vote of a majority of the outstanding voting securities of the Company on 10 days' prior written notice to the Adviser. Funds held in the Escrow Account, including interest earned, shall be paid to the Adviser promptly after approval of this Agreement by the vote of a majority of the Company's outstanding voting securities in accordance with the 1940 Act, provided that such approval is obtained no later than 150 days after the date of this Agreement. (b) If this Agreement is not approved by a vote of a majority of the Company's outstanding voting securities within the time period stated above in paragraph 9(a), (i) this Agreement shall immediately terminate; and (ii) the Adviser shall receive from the Escrow Account the lesser of: (A) the sum of the amount of any costs incurred by the Adviser in performing its duties under this Agreement prior to such termination plus any interest earned on that amount, and (B) the sum of the amount deposited in the Escrow Account plus any interest earned on that amount. IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed in duplicate on the day and year first above written. CIGNA INVESTMENT SECURITIES BLACKROCK ADVISORS, INC By By -------------------------------- -------------------------------- Jeffrey S. Winer Anne F. Ackerley Vice President and Secretary Managing Director 4 -----END PRIVACY-ENHANCED MESSAGE-----