As filed with the Securities and Exchange Commission on April 30, 1996

Registration No. 333-01873

WASHINGTON, D.C. 20549
------------
PRE-EFFECTIVE AMENDMENT NO. 2
FORM S-1/A
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
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Hampshire Funding, Inc.

(Exact name of registrant as specified in charter)
-------------
NEW HAMPSHIRE

(State or other jurisdiction of incorporation or organization)

02-0277842

(I.R.S. Employer Identification No.)

One Granite Place, Concord, New Hampshire 03301
Tel. (603) 226-5000

(Address, including zip code, and telephone number, including area code, of
registrant's principal executive offices)
------------
Charles C. Cornelio, Esquire
Chubb Life Insurance Company of America
One Granite Place
Concord, New Hampshire 03301
(603) 226-5000

(Name, address, including zip code, and telephone number, including area code,
of agent for service)

Approximate date of commencement of proposed sale to the public:
As soon as possible after the effective date of this Registration Statement.

If any of the securities being registered on this Form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, check the following box. [X]

If the registrant elects to deliver its latest annual report to security
holders, or a complete and legible facsimile thereof, pursuant to Item 11(a)(1)
of this Form, check the following box. [ ]

CALCULATION OF REGISTRATION FEE

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Proposed Proposed
maximum maximum
Amount offering aggregate Amount of
Title of each class of to be price offering registration
securities to be registered registered(1) per unit(2) price(2) fee
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Programs for the acquisition of mutual
fund shares and insurance............. $30,000,000 $30,000,000 $30,000,000 $10,344.83
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- --------------------------------------------------------------------------------

(1) Based on initial investments in mutual fund shares and insurance.
(2) Solely for the purpose of computing the filing fee.
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HAMPSHIRE FUNDING, INC.

PART I

INFORMATION REQUIRED IN PROSPECTUS

CROSS REFERENCE SHEET

Registration Statement Item or Heading Location of Heading in Prospectus
- -------------------------------------------------- ---------------------------------

1. Forepart of the Registration Statement and Outside Front Cover Page of Prospectus

a. Name of Registrant.......................... Front Cover
b. Title, Amount and Description of Securities. Front Cover
c. Selling Security Holders.................... Not Applicable
d. Reference to Risk Factors................... Front Cover
e. S.E.C. Legend............................... Front Cover
f. Price Range................................. Not Applicable
g. Underwriters' Discounts..................... Not Applicable
h. Preliminary Prospectus Legend............... Not Applicable
i. Blue Sky Legend............................. Front Cover
j. Date of Prospectus.......................... Front Cover

2. Inside Front Cover and Outside Back Cover Pages of the Prospectus
a. Available Information....................... Available Information
b. Reports to Security Holders................. Not Applicable
c. Incorporation by Reference.................. Available Information
d. Stabilization............................... Not Applicable
e. Delivery of Prospectuses by Dealers......... Not Applicable
f. Enforceability of Civil Liabilities......... Not Applicable
g. Table of Contents........................... Inside Front

3. Summary Information, Risk Factors and Ratio of Earnings to Fixed Charges
a. Summary..................................... Not Applicable
b. Address and Telephone Numbers............... Front Cover
c. Risk Factors................................ Risk Factors
d. Ratio of Earnings to Fixed Charges.......... Not Applicable

4. Use of Proceeds................................ Not Applicable

5. Determination of Offering Price................ Not Applicable

6. Dilution....................................... Not Applicable

7. Selling Security Holders....................... Not Applicable

8. Plan of Distribution
a. Underwriters' Obligation.................... Not Applicable
b. New Underwriters............................ Not Applicable
c. Other Distributions......................... The Programs
d. Offerings on Exchange....................... Not Applicable
e. Underwriters' Compensation.................. Not Applicable
f. Underwriters' Representative................ Not Applicable
g. Indemnification of Underwriters............. Not Applicable
h. Dealers' Compensation....................... Summary of Charges; The Company
and its Affiliates
i. Finders..................................... Not Applicable
j. Discretionary Accounts...................... Not Applicable
k. Passive Market Making....................... Not Applicable

9. Description of Securities
a. Capital Stock............................... Not Applicable
b. Debt Securities............................. Not Applicable
c. Warrants and Rights......................... Not Applicable
d. Other Securities............................ Front Cover; The Programs
e. Market Information.......................... Not Applicable
f. American Depositary Receipts................ Not Applicable

(Continued on Next Page)

PROSPECTUS

One Granite Place
Concord, New Hampshire 03301
Telephone: 1-603-226-5000

HAMPSHIRE
FUNDING,
INC.

Distributed by: Chubb Securities Corporation
One Granite Place
Concord, New Hampshire 03301
Telephone: 1-603-226-5000

April , 1996

Programs For Coordinating The
Acquisition of Mutual Fund Shares and Insurance

The securities offered in this Prospectus are personalized investment
programs which coordinate the acquisition of mutual fund shares and insurance
over a term of years. Hampshire Funding programs (the "Programs") are offered
and administered by Hampshire Funding, Inc. (the "Company"). They involve (1)
initial and periodic purchases of mutual fund shares for cash with automatic
reinvestment of all distributions, (2) use of the mutual fund shares as
collateral to secure loans, and (3) use of the loan proceeds to pay insurance
premiums over the life of a Program.

Appreciation, if any, in the value of mutual fund shares may aid in
offsetting the principal and accumulated interest on the loans which must be
paid upon termination of the Program. However, there can be no assurance that
this objective will be achieved, since the Programs also involve the risk of an
actual decline in the net asset value of the mutual fund shares.

A person who purchases a Program (a "Participant") must pay his outstanding
indebtedness to the Company upon termination of the Program, which is usually
the end of the tenth program year (unless extended at the option of the
Company). Additionally, the Program will automatically terminate and the loans
will become immediately due and payable if the value of the mutual fund shares
purchased in the Program declines below applicable margin and collateral
maintenance requirements.

The Company is offering in excess of $30 million worth of Programs for sale to
the public by means of the Prospectus. The total amount of securities offered
hereunder will be determined by aggregating initial insurance premiums paid and
initial mutual fund investments made by all Participants purchasing after the
effective date of this Prospectus.

THE PROGRAMS DESCRIBED IN THIS PROSPECTUS INVOLVE SUBSTANTIAL RISKS WHICH
COULD RESULT IN SIGNIFICANT LOSSES TO PARTICIPANTS. ACCORDINGLY, PERSONS
CONTEMPLATING ENTERING INTO A PROGRAM ARE URGED TO READ AND CONSIDER THE
DISCUSSION OF "RISK FACTORS" ON PAGES 7-12 IN THIS PROSPECTUS.

There is no trading market for the Programs, the Programs involve substantial
costs and there are no voting rights associated with the Programs, (see the
discussion of "Programs" on pages 12 to 24 and "Summary of Charges" on pages 11-
12 in this Prospectus).

The interest rate on a Program will not be less than 6% per annum, nor exceed
three percentage points above the prime, or base rate, as quoted in The Wall
Street Journal.

This Prospectus does not constitute an offering in any jurisdiction in which
such offering, or an offering of shares of any of the mutual funds described
herein, or an offering of any insurance policies described herein, may not
lawfully be made. Persons should consult this Prospectus and any supplement
thereto for additional information (if any) required by state law.

This offering is made by means of this Prospectus and the current
prospectuses, furnished herewith, of the mutual funds whose shares are proposed
to be purchased by a Participant in a Program and of any variable insurance
product offered in conjunction with a Program.

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS
A CRIMINAL OFFENSE.

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TABLE OF CONTENTS
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Page
----
Table of Contents.......................................................... 2
Glossary of Terms.......................................................... 3
The Company and Its Affiliates........................................... 4
The Company.............................................................. 4
The Broker-Dealer........................................................ 4
The Insurance Companies.................................................. 5
The Service Company...................................................... 5
The Fund Group........................................................... 6
The Holding Company...................................................... 6
Interest in Mutual Funds................................................. 6
Risk Factors............................................................... 7
Risk of Failure to Qualify for Insurance................................. 7
Disadvantages of Cancelling Existing Insurance........................... 7
Suitability of Investment................................................ 8
Risk of Loss on Early Termination........................................ 8
Risk of Decline in Value of Mutual Fund Shares........................... 8
Risk of Termination for Failure to Maintain Collateral and Margin
Requirements............................................................ 8
Risk That the Company Will Not Be Able to Obtain Financing............... 10
Risk of Adverse Determination Under State Law............................ 10
Cash Surrender Value of an Insurance Policy Included in a Program........ 10
Tax Considerations....................................................... 10
Summary of Charges......................................................... 11
Charges In the Program................................................... 11
Charges Outside the Program.............................................. 12
The Programs............................................................... 12
General; Distribution of Programs........................................ 12
Plan of Distribution..................................................... 13
How to Become a Program Participant...................................... 13
Hypothetical Illustrations............................................... 13
Determination of Suitability............................................. 13
Investment in Mutual Funds............................................... 14
Acquisition of Insurance................................................. 16
Agency Agreement and Limited Power of Attorney........................... 17
Insurance Premium Loans to Participants.................................. 17
Additional Mutual Fund Share Purchases................................... 20
Status Reports........................................................... 20
Program Modification..................................................... 21
Termination.............................................................. 21
Rights of Participants................................................... 22
Financing of the Programs by the Company................................. 23
Properties................................................................. 24
Related Stockholder Matters................................................ 24
Certain Relationships and Related Transactions............................. 24
Directors and Executive Officers........................................... 24
Executive Compensation..................................................... 25
Selected Financial Data.................................................... 26
Management's Discussion and Analysis of Financial Condition and Results of
Operations................................................................ 26
Legal Matters.............................................................. 29
Experts.................................................................... 29
Available Information...................................................... 29
Index to Financial Statements.............................................. F-1

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GLOSSARY OF TERMS
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In addition to the capitalized terms which are defined elsewhere in the
Prospectus, the following words and phrases shall have the indicated meanings:

Account Indebtedness - The Participant's accumulated debt, interest, and other
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charges owed to the Company

Agency Agreement - The Agency Agreement and Limited Power of Attorney between
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the Participant and the Company

Agreements - Loan agreements and Company lender agreements with Colonial and
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Chubb Life.

Broker-Dealer or Chubb Securities - Chubb Securities Corporation
- ------------- ----------------

Chubb Life - Chubb Life Insurance Company of America
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Chubb Sovereign - Chubb Sovereign Life Insurance Company
- ---------------

Colonial - Chubb Colonial Life Insurance Company (formerly known as The Colonial
- --------
Life Insurance Company of America)

Commission - The Securities and Exchange Commission
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Company or Hampshire - Hampshire Funding, Inc.
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Exchange Act - The Securities Exchange Act of 1934, as amended
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Fund Group - Chubb Investment Funds, Inc.
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Holding Company - The Chubb Corporation
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Independent Dealers - Independent securities dealers with whom the Company and
- -------------------
the Broker-Dealer have agreements and who are authorized insurance agents of one
of the Insurance Companies.

Insurance Companies - Affiliated insurance companies of the Company
- -------------------

Participant - A person who purchases a program
- -----------

Programs - Personalized programs which coordinate the acquisition of mutual
- --------
fund shares and insurance through leverage by the Company

Qualified Shares or Qualified Collateral - Mutual fund shares which are
- ---------------- --------------------
properly available for use as collateral within a Program, by virtue of having
been held at least 31 days by a Participant

Registration Statement - The registration statement the Company has filed with
- ----------------------
the Commission under the Securities Act with respect to securities covered under
this prospectus

Representatives - Registered representatives of the Broker-Dealer or other
- ---------------
Independent Dealers

Securities Act - The Securities Act of 1933, as amended
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Service Company or CASC - Chubb America Service Corporation
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The Company and its Affiliates
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1. The Company

The Company is primarily engaged in the issuance of Programs that coordinate
the acquisition of mutual fund shares and insurance. The Company owns 100% of
the stock of Hampshire Syndications, Inc., which acts as a general or
co-general partner in various limited partnerships that are not related to the
Company or the Programs.

The Company was incorporated in the State of New Hampshire on December 8,
1969, as a wholly-owned subsidiary of Chubb Life Insurance Company of America
("Chubb Life"). Its stock was sold to The Chubb Corporation (the "Holding
Company") on December 21, 1971. On April 1, 1981, the Company's stock was
transferred by contribution to a predecessor corporation of Chubb Life. Chubb
Life owns 100% (50,000 shares) of the Company's issued and outstanding common
stock.

The Company's principal executive offices are located at One Granite Place,
Concord, New Hampshire 03301, and its telephone number is (603) 226-5000.

All administrative duties of the Company are performed by personnel employed
by Chubb America Service Corporation (the "Service Company"). The Company pays
the Service Company a fee, determined in accordance with reasonable cost
allocation methods, for the performance of such duties.

The administrative costs of issuing and maintaining the Programs are partially
offset by: a) fees charged to Program Participants, b) interest charged to
Participants for insurance premium loans to the extent that the rate of interest
exceeds the interest paid on the funds borrowed from Chubb Colonial Life
Insurance Company ("Colonial") (formerly known as The Colonial Life Insurance
Company of America), an affiliate of the Company, Chubb Life, or any other
lender, to finance the Programs, and c) interest income earned on investments.
Costs which exceed these revenues may be reimbursed in accordance with franchise
fee agreements between the Company and Chubb Life. The franchise fee agreements
provide that the Company will be paid amounts required for its continued
operations as compensation for its services in providing and making the Programs
available for use. Such compensation would result in the Company showing neither
a significant profit nor a significant loss from its operation. No franchise
fees were paid pursuant to these agreements in 1993, 1994 or 1995, and none are
expected to be paid in 1996.

The Company is not a registered investment company under the Investment
Company Act of 1940, nor does it directly participate in the management or
supervision of any of the mutual funds sold in the Programs. However, one of
its affiliates, Chubb Investment Funds, Inc. (the "Fund Group"), is a
registered investment company which offers mutual funds that are among those
available to Participants in the Programs.

This Prospectus relates only to the Programs described herein. No offer is
made hereby of any security representing an interest in the Company or any of
its affiliates. Participants will have no voting rights or ownership interests
in, and will not share in the profit and losses of, the Company or any
affiliate, except that Participants who purchase shares of the Fund Group will
have the rights and interests of a shareholder with respect to the Fund Group.

The Company is not dependent upon a single or a few customers. The loss of one
or a few customers would not have a material adverse effect on the business of
the Company.

The Company faces limited competition in the sale of Programs, as the number
of companies offering plans similar to the Programs is quite small.
Historically, a large number of companies offered programs combining the
purchase of insurance and mutual fund shares; however, in recent years the
number of companies has reduced dramatically.

2. The Broker-Dealer

Chubb Securities Corporation (the "Broker-Dealer") was incorporated in 1969
and is a member of the National Association of Securities Dealers, Inc. and the

Boston Stock Exchange. The Broker-Dealer's common stock (50,000 shares) is
wholly owned by Chubb Life. It also is a registered investment adviser under the
Investment Advisers Act of 1940, and those of its representatives who are also
registered independently as investment advisors perform personal financial
planning services.

The Programs and most mutual fund shares offered in conjunction with the
Programs are sold through the Broker-Dealer or other independent securities
dealers. The Broker-Dealer has non-exclusive selling agreements with a number
of mutual fund distributors and is the principal underwriter and distributor
for the Fund Group. It is also the distributor for Chubb America Fund, Inc.,
and Chubb Series Trust, registered investment companies which serve as the
underlying investment vehicles for variable universal life insurance products.
All mutual fund shares available for sale within the Programs are "open-end"
investment companies which permit investors to redeem their shares at any time
at net asset value.

The Broker-Dealer earns concessions from all mutual fund sales except for
no-load funds; in the case of the Fund Group, these concessions range up to
4.50% of the offering price, and in the case of other mutual funds these
concessions range up to 8.50% of the offering price. Commissions paid to
salespersons range up to 90% of gross concessions earned by the
Broker-Dealer.

The Broker-Dealer also makes available for sale stocks and bonds through
limited partnership units, both public and private, unit investment trusts,
variable annuities and variable life. These investments are not available in
the Company's Programs.

3. The Insurance Companies

The Programs may include various forms of insurance offered by the Insurance
Companies.

As of December 31, 1995, Chubb Life's admitted assets were $2,456,098,599 and
gross insurance in force was $53,437,323. Its stock (600,000 shares) is
wholly owned by the Holding Company. At present Chubb Life provides funds to
the Company for financing the Programs pursuant to a Loan Agreement and the
Company-Lender Agreement. See "The Programs-Financing of the Programs by the
Company."

Colonial was organized as a New Jersey corporation in 1897. As of December
31, 1995, admitted assets were $615,290,036 and gross insurance in force was
$9,498,987. Its stock (132,000 shares) is wholly owned by Chubb Life. At
present Colonial provides funds to the Company for financing the Programs,
pursuant to a Loan Agreement and a Company-Lender Agreement. See "The
Programs-Financing of the Programs by the Company."

Chubb Sovereign Life Insurance Company ("Chubb Sovereign") was organized as
Sovereign Life Insurance Company of California in California in 1962. As of
December 31, 1995 admitted assets were $427,518,423 and gross insurance in
force was $14,202,632. Its stock (11,000 shares) is wholly owned by Chubb
Life.

Each Insurance Company's policies may be sold with the Programs in those
states where it has agents who are also qualified as registered representatives
of broker-dealers.

The business of the Insurance Companies is highly competitive. The Insurance
Companies compete on a nationwide basis with a large number of insurance
companies, and also compete with other financial service companies in the area
of equities, retirement planning and financial planning. Finally, there has been
a recent trend of greater involvement by banks and thrifts in the insurance
industry. Competition is based upon cost of insurance, client service,
performance of the cash value component of whole life insurance, and agent
loyalty to a company.

4. The Service Company

The Service Company is a management service company incorporated in New
Hampshire on June 19, 1981. Its stock (1,000 shares) is wholly owned by Chubb
Life. It employs all personnel who perform services for the Company, the
Broker-Dealer, and the Insurance Companies.

5. The Fund Group

The Fund Group is a registered investment company under the Investment
Company Act of 1940. The Fund Group offers a series of seven mutual funds: the
Chubb Money Market Fund, the Chubb Tax-Exempt Fund, the Chubb Government
Securities Fund, the Chubb Total Return Fund, the Chubb Growth and Income
Fund, the Chubb Capital Appreciation Fund and the Chubb Global Income Fund.
Shares issued by the Fund Group are available for purchase in conjunction
with the Programs.

As of December 31, 1995, there were 7,620,969 shares of the Chubb Money
Market Fund outstanding, of which approximately 19.34% were owned by the
Holding Company and approximately 1.97% were owned by Chubb Life. There were
1,237,682 shares of the Chubb Tax-Exempt Fund outstanding, of which
approximately 1.32% were owned by Chubb Life and approximately 13.16% were
owned by Federal Insurance Company, a subsidiary of the Holding Company.
There were 1,287,696 shares of the Chubb Government Securities Fund
outstanding, of which approximately 1.52% were owned by Chubb Life and
approximately 15.19% were owned by the Holding Company. There were 1,388,932
shares of the Chubb Total Return Fund outstanding, of which approximately 1.23%
were owned by Chubb Life. There were 1,568,900 shares of the Chubb Growth and
Income Fund outstanding, of which approximately 1.04% were owned by Chubb Life.
There were 153,462 shares of Chubb Capital Appreciation Fund outstanding, of
which approximately 6.55% were owned by Chubb Life and approximately 63.56% were
owned by Federal Insurance Company, a subsidiary of the Holding Company. There
were 1,048,603 shares of Chubb Global Income Fund outstanding, of which
approximately .97% were owned by Chubb Life and approximately 58.01% were owned
by the Holding Company and approximately 38.93% were owned by Vigilant Insurance
Company, a subsidiary of the Holding Company.

6. The Holding Company

The Chubb Corporation (the "Holding Company") is a holding company, the total
assets of which on December 31, 1995 were $22,996,525,000. The Holding Company
is not a subsidiary of any other corporation, and its stock is traded on the New
York Stock Exchange. Principal subsidiaries of the Holding Company include Chubb
Life Insurance Company of America, Chubb Colonial Life Insurance Company
(formerly known as The Colonial Life Insurance Company of America), Chubb
Sovereign Life Insurance Company, Chubb America Service Corp, ChubbHealth
Holdings, Inc., Federal Insurance Company, Vigilant Insurance Company, Chubb
Insurance Company of Australia, Ltd., Great Northern Insurance Company, Pacific
Indemnity Company, Northwestern Pacific Indemnity Company, Texas Pacific
Indemnity Company, Chubb Custom Insurance Company, Chubb National Insurance
Company, Chubb Indemnity Insurance Company, CC Canada Holdings, Ltd, Chubb
Insurance Company of Canada, Chubb Insurance Company of Europe, S.A., Chubb
Atlantic Indemnity Ltd., Chubb Insurance Company of New Jersey, Chubb & Son,
Inc., Chubb Capital Corporation, Chubb Investment Company of New Jersey, Inc.,
and Bellemead Development Corporation.

7. Interest in Mutual Funds

The Broker-Dealer has dealer agreements with most of the various mutual funds
(including both the Fund Group and non-affiliated mutual funds offered in the
Programs) whose shares may be purchased in conjunction with the Programs
offered hereby, and will receive commissions for its sales efforts in their
behalf.

None of the non-affiliated mutual funds or their sponsors, managers or
distributors has any interest in the Programs. None of the mutual funds,
including the Fund Group, offered in the Programs assumes any responsibility
for the soundness of the Programs or the operations, policies, representations
or conduct of the Company. No fund available for the Programs is the owner of
record of 10% or more of the outstanding stock of the Holding Company.

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Risk Factors
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1. Risk of Failure to Qualify for Insurance

The Company cannot give any assurance that the proposed insured, in an
application for a policy to be included in a Program, will qualify for
insurance. Orders for mutual funds will be accepted only from those persons who
desire to make such an investment irrespective of the medical insurability
requirements of the Programs. No fees charged at the initiation of a Program
apply to insurance, thus no conditional receipt for insurance coverage will be
issued; that is, the Participant will be without insurance coverage until (i)
the application for insurance is approved and (ii) the expiration of 31 days
from the date of purchase of the mutual fund shares. If, however, a Participant
wishes to conditionally obtain insurance coverage prior to completion of the
underwriting process, he may pay one-twelfth of the scheduled annual premium for
his Program, or $50, whichever is greater, in exchange for a conditional receipt
at the time he completes the application for insurance, with the exception of
Chubb Sovereign policies, where a Participant must make one premium payment in
the applicable mode to conditionally obtain coverage. Conditional insurance
coverage may not be available in all cases.

2. Disadvantages of Cancelling Existing Insurance

Although the only insurance policies available for purchase by Participants
in the Programs are those issued by the Insurance Companies, the purchase of a
Program does not require the surrender or cancellation of existing life or
health insurance policies. Before an existing life or health insurance policy
is surrendered or cancelled in connection with the purchase of a Program, the
following should be carefully considered:

(a) The amount of the premium for an existing policy may be less than called
for by a policy sold in a Program, having the same or similar benefits. Any
replacement of the same type of policy may result in a higher premium rate
based upon the insured's then attained age.

(b) Since selling costs and other initial costs of life insurance policies
affect the cash value increases, if any, in the earlier policy years, the
replacement of an old policy by a new one results in the policyholder's
sustaining these costs (principally agents' commissions) twice.

(c) Life insurance policies are contestable by the issuer for periods of from
one to two years and are voided by suicide during those periods. These
provisions would apply for similar periods in any new policy notwithstanding
the fact that they had expired on existing policies.

(d) Many of the policies sold in connection with the Programs are
non-participating, and therefore no dividends will be payable thereon. Existing
policies, on the other hand, may have participating features.

(e) It is unlikely that the cash surrender value of a comparable new policy
will equal the cash value of an existing policy had it remained in force and
effect.

(f) Comparison should be made between settlement options available in the
policies offered under the Programs and those provided in existing policies.

(g) Comparison should also be made between any riders, such as those which
provide disability income benefits or which guarantee conversion privileges,
contained in policies offered under the Programs and those provided in existing
policies.

(h) Health insurance policies may exclude coverage for pre-existing health
conditions for a certain period of time or restrict rights to renew policies in
future years. These restrictions may not be included in existing policies or
may no longer apply.

(i) A Participant may not be able to procure a new insurance policy at all if
there has been a significant change in his health.

3. Suitability of Investment

The Programs require regular planned investments over a period of several
years. No person should enter into a Program unless his financial circumstances
warrant and he expects to be able to maintain the Program over its entire
ten-year life. Individual financial circumstances may, of course, change from
time to time and, in the event of an adverse change, the ability of a person to
maintain a Program may be impaired. A prospective Participant should also
consider his ability to continue to pay insurance premiums after the ten-year
life of a Program.

Persons who may be in a position to acquire mutual fund shares and to pay
insurance premiums in cash, in amounts equivalent to those provided for in a
Program, should give particular attention to the interest and other costs
involved in a Program. All prospective Participants should consider to what
extent, and on what terms, they may themselves be able to arrange loans
independently to finance insurance premium payments. Participants who are
considering using single premium policies or variable universal life policies
in the Programs should consult their legal, financial, and/or tax advisor
regarding the suitability of such investments.

4. Risk of Loss on Early Termination

Although a Program is voluntary and may be terminated at any time upon
facsimile or written request by a Participant, it should not be concluded that
it necessarily may be terminated without loss. Termination of the Program in
its early stages is more likely to lead to a loss in a Participant's investment
if sales charges are incurred in the acquisition of mutual fund shares.
Furthermore, in the event of an early termination of a Program, the cash value,
if any, of an insurance policy included in the Program would be minimal and
might not be available if the Participant is not the owner of the policy. A
Participant also would pay a termination fee and liquidation charges for early
termination. On the other hand, a termination in the latter stages of the
Program will result in increased interest expense and administrative fees which
the Participant must pay. See "Summary of Charges."

5. Risk of Decline in Value of Mutual Fund Shares

One attractive feature of the Programs to potential Participants is the
possibility of using the appreciated value of purchased mutual fund shares (as
well as dividends or capital gains distributions thereon) to help defray, at
the end of the ten-year period, or at an earlier termination, principal and
accumulated interest charges on the loans used to purchase insurance.
Appreciation depends on the actual performance of the particular mutual fund
used in a given Program. Because of the unpredictability of the market
conditions, any given fund may actually decline rather than appreciate in
value. If the value of the fund shares used in a particular Participant's
Program declines below the Company's applicable collateral maintenance
requirements, the Program will automatically terminate and the loans will
become immediately due and payable, unless a Participant chooses to pledge
additional shares, make additional investments or make a cash payment to reduce
account indebtedness. See "The Programs-Insurance Premium Loans to
Participants."

6. Risk of Termination for Failure to Maintain Collateral and Margin
Requirements

Failure to maintain the appropriate collateral and margin requirements can
result in an involuntary termination of a Program without prior notice to the
Participant. Certain collateral and margin requirements have been imposed by
the Company in order to comply with Federal regulations and to insure
sufficient collateral for the Company's loans to Participants. These
requirements are more fully described under "The Programs-Insurance Premium
Loans to Participants," and the following summary is qualified in its entirety
by reference to that portion of the Prospectus.

(a) 31-day Holding Period for Qualified Collateral

The mutual fund shares used in a Program must be held for 31 days before a
Participant may use them as collateral to purchase insurance. Further, if
additional collateral is required at any point in order to renew premium loans
or to meet margin requirements, any mutual fund shares to be used as collateral
must have been held by the Participant for the minimum 31 day period required
by Federal regulations. Mutual fund shares which are properly available for use
as collateral within a Program, by virtue of having been held at least 31 days
by a Participant, will be referred to throughout this Prospectus as "qualified
shares" or "qualified collateral."

(b) Margin Requirements

In addition to complying with Regulation G of the Federal Reserve Board, the
Company imposes its own more restrictive margin requirements on collateral used
to secure loans to Participants. Regulation G permits borrowing in an amount up
to 50% of the value of the qualified collateral. The Company's requirements,
which are even more restrictive, include the following specific requirements:

(i)(a) For funds (both load and no-load) with which the Broker-Dealer has a
selling agreement:

250% Requirement for New Financing-Initial premium loans, and any new
financing of additional premiums on policy renewal dates, must be secured by
qualified shares having a value of at least 250% of the new credit extended to
a Participant in order to finance a premium. If the 250% renewal requirement is
not met, the Company will refuse to renew the loan and will terminate the
Program.

(b) For no-load funds with which the Broker-Dealer does not have a selling
agreement:

1800% Requirement for New Financing-The initial premium loan, which must be
paid annually, must be secured by qualified shares having a value of at least
1800% of the initial premium loan. Subsequent annual premium loans must meet
the 250% requirement for new financing.

(ii) 150% of Account Indebtedness at Renewal Date-At the time of renewal, if
the value of qualified shares pledged with the Company does not exceed 150% of
the Participant's accumulated debt, interest, and other charges owed to the
Company (the "Account Indebtedness"), the Company will not renew the loan
without additional qualified collateral or a reduction of the Account
Indebtedness. If qualified shares available for pledge are being held by the
Company as custodian for the Participant, it will pledge such shares with
itself, in accordance with the Agency Agreement and Limited Power of Attorney
(the "Agency Agreement"), in order to meet the 150% requirement. If additional
shares are needed, the Company may, but is not obligated to, give notice to a
Participant (in order to allow the Participant to provide additional qualified
shares or reduce the Account Indebtedness) before it refuses to renew the loan
and terminates the Program.

(iii) 130% Requirement Between Renewal Dates-If, at any time during the term
of a Program, the value of a Participant's qualified collateral declines below
130% of the Account Indebtedness, the Company will, without notice to the
Participant, terminate the Program, redeem the pledged shares, and return the
excess shares over the Account Indebtedness, if any, to the Participant.

THE COMPANY HAS NO OBLIGATION TO PROVIDE NOTICE TO THE PARTICIPANT THAT THE
APPLICABLE MARGIN REQUIREMENT HAS BEEN VIOLATED AND THAT HIS PROGRAM WILL BE
TERMINATED. IN ADDITION, THE AMOUNT REALIZED BY THE COMPANY UPON REDEMPTION OF
A PARTICIPANT'S SHARES MAY BE SIGNIFICANTLY LESS THAN THE APPLICABLE MARGIN
REQUIREMENT.

7. Risk That the Company Will Not Be Able to Obtain Financing

The continuance of the Programs is dependent upon the Company's ability to
provide, or arrange for, the financing of insurance premiums for Participants.
At present, Colonial and Chubb Life, affiliates of the Company, provide the
funds necessary to the Company's financing of the Programs. A Participant should
carefully consider the Company's ability to borrow money and the consequences of
its inability to borrow. Moreover, although the Company's present financing
arrangement with its lender does not include the assignment of a Participant's
mutual fund shares to the lender as security, the Agency Agreement does
authorize the Company to assign a Participant's mutual fund shares to any lender
as collateral security for the Company's indebtedness pursuant to any financing
arrangements. If any such assignment takes place and the Company subsequently
defaults on an obligation for which the Participant's mutual fund shares have
been pledged as security, the mutual fund shares may be redeemed by the lender
to whom the obligation is owed. A Participant should carefully consider the
extent to which the rights of a lender who might receive such an assignment
would have priority over his interests in the pledged mutual fund shares.

A lender may cease to provide financing if the Company is in default under
its loan agreements. In this case, Programs will be terminated on their renewal
dates. The Company is under no contractual obligation to continue to make loans
on future Program renewal dates; however, it intends to continue making such
loans as long as funds are available to it.

8. Risk of Adverse Determination Under State Law

Several states have passed statutes prohibiting either the sale of life
insurance as an inducement to purchase securities, or the sale of securities as
an inducement to purchase life insurance. The Company cannot predict whether,
or the extent to which, Programs commenced in a state may have to be terminated
as a result of a later determination by that state that the Programs contravene
any such statute.

9. Cash Surrender Value of an Insurance Policy Included in a Program

The cash surrender value, if any, of an insurance policy included in a
Program will not provide sufficient proceeds to pay the full amount of a
Participant's Account Indebtedness but may be used to reduce the Account
Indebtedness if available to the Participant by terms of the policy. Cash
values that are available also may be applied to reduce the amount of premiums
due during any period in which a Participant's ability to maintain a Program
might otherwise be impaired. Some insurance policies will have no cash
surrender value at any time, while others, such as whole life policies, may
have minimal or no cash surrender value during their early years. The cash
surrender value of a policy included in the Program will depend upon the age of
the insured at the time the policy is issued and the amount and type of
insurance.

10. Tax Considerations

The following are certain tax considerations which should be considered prior
to the initiation of a Program. These considerations are included for general
information and are not meant to be a description of all potential tax matters
related to the purchase of a Program or the underlying mutual funds or
insurance. Prospective Participants should consult their own tax advisors with
respect to tax matters, including the effect of state tax laws.

(a) Loan interest generally is not deductible for the purpose of determining
an individual's taxable income.

(b) Participants will be liable for federal income taxes and state taxes (if
applicable) on dividends and capital gains distributions on their mutual fund
shares even though they are automatically reinvested in additional shares as
required by the Programs, unless the Program was established as part of a tax
qualified retirement plan which allows for tax deferred accumulations.

(c) A Program established as part of a tax qualified retirement plan may
result in unrelated business taxable income to said plan on the accumulation
value or proceeds of policies used in the Program.

(d) An involuntary termination of a Program may result in the recognition of
ordinary income or capital gains or losses which the Participant might
otherwise have wished to defer.

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Summary of Charges
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1. Charges In the Program

a. Interest-The mutual fund shares are pledged to secure the loan to a
Participant, plus interest accruing thereon. Interest rates on a Participant's
indebtedness are subject to change at any time during the Program at the
discretion of the Company and are always subject to maximum permissible
interest rates under state law. The Agency Agreement provides that the nominal
interest rate on a Program will not be less than 6% per annum, nor exceed three
percentage points above the prime, or base rate, as quoted in The Wall Street
Journal. Such interest increases may occur without prior notice to the
Participants and will become effective immediately.

b. Placement Fee, Program Fee, Administrative Fee, and Special Charges-The
Company charges a one-time placement fee of $25 for each insurance policy
issued in connection with the Programs. The placement fee is due at the time
when the Company determines that a prospective Participant has qualified for
investment in a Program (including the life insurance application). The Company
also charges a one-time Program fee of $200 for Programs using certain no-load
funds with which the Broker-Dealer does not have a selling agreement. This
Program fee is due at the time of application for the Programs. An annual
administrative fee is also charged by the Company for its services under the
Agency Agreement to cover the reasonable cost of administering the Programs.
The annual administrative fee is $50 and may be paid in a lump sum for the
entire ten year period at a reduced rate, currently $360. Unless the
Participant pays the annual administrative fee in cash, the Company, at its
discretion, may pay the fee from proceeds realized from the redemption of
mutual fund shares or by adding the fee to the Participant's indebtedness. In
addition, the Company will charge a fee of $25 for adding a policy to an
existing Program.

Reasonable charges will also be made for certain special services. The
current charges are $25 for each of the following services on a per fund and
per policy basis: (i) return check charge (protested check); (ii) transfer of
registration of shares; (iii) reduction of loan balance; (iv) conversion from
one premium mode to another; (v) transfer of shares from one fund to another;
(vi) policy conversion; (vii) policy change; (viii) redemption of shares; and
(ix) other exceptional transactions requested by the Participant. These charges
are payable by a Participant in cash or from proceeds realized from the
redemption of mutual fund shares. The Company reserves the right to adjust
these charges at any time and from time to time.

c. Termination Fee; Liquidation Charge-The Company will charge a termination
fee of $100 when a Program is terminated by either the Participant or the
Company, except for termination at the end of ten years. A Participant also
will be charged a $25 liquidation charge per fund whenever a fund is
liquidated, regardless of whether the Program is being terminated, except at
termination at the end of ten years. These fees are based upon the Company's
administrative costs for processing terminations and liquidations.

d. Additional Investments-In order to offset the interest, service charges
and administrative fees a Participant incurs in a Program, without any
additional investment on his part, his mutual fund shares must yield dividends
or capital gains distributions, or experience growth, to an extent in excess of
such interest, charges and fees. There is no assurance that this result will be
attained. If this result is not attained, the Participant must make additional
investments in mutual fund shares in order to avoid a termination of the
Program pursuant to the requirements set forth in "Margin and Collateral
Requirements."

e. No Underwriters' Fees-No underwriting discounts, commissions, or fees are
paid in connection with the sale of the Programs themselves (as distinct from
the mutual fund shares and insurance policies included in the Programs).

2. Charges Outside the Program

a. Minimum Investment/Mutual Fund Commissions-The minimum investment in
mutual fund shares necessary to begin an annual Program is $1,200, except for
Programs using no-load funds with which the Broker-Dealer does not have a
selling agreement, which minimum investment would be $90,000. On investments in
mutual fund shares by Participants, sales charges may range up to 8.50% of the
offering price of the shares. Prospective Participants are advised that many
funds which do not have a "front-end" sales charge may have a "back-end" sales
charge upon redemption of the shares or an asset-based sales charge.

b. Insurance Commissions-The Insurance Companies pay a commission to the agent
for policies sold in connection with the sale of a Program. All insurance
commissions are included in the annual premiums paid by the Participants. The
first year's sales commissions range from 2% to a maximum 114% of the first
year's premium and 0% to a maximum of 30% of the annual premium for subsequent
years. The maximum first year commission payable on disability insurance
policies is 70%. In addition, agents may earn bonuses of up to 15% of the
annual premium for the first two policy years with declining percentages
thereafter, and ending at the close of the tenth policy year. The Insurance
Companies pay the same commissions to its agents when insurance policies are
purchased independently of the Program.

The charges, commissions and fees described above do not include certain fees
which are charged by the Insurance Companies and are found in the policies,
mutual funds and are described in the prospectuses of such funds, or which are
charged by any of the variable universal life policies offered and are also
discussed in the prospectuses of those policies.

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The Programs
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1. General; Distribution of Programs

The securities offered by this Prospectus are personalized investment
programs which coordinate the acquisition of mutual fund shares and insurance
over a period of ten years, commencing with the due date of the initial premium
advanced under the Program.

The Company does not offer or finance the purchase of equity securities. This
Prospectus relates only to the Programs described herein. No offer is made
hereby of any security representing an interest in the Company or any of its
affiliates. Participants will have no voting rights or ownership interests and
will not share in profits or losses of either the Company or any affiliate,
except that Participants who purchase shares of the Fund Group will have the
rights and interests of a shareholder with respect to the Fund Group.

2. Plan of Distribution

The Programs are neither distributed through underwriters nor traded in
securities markets. Unlike other securities, Participants may not sell or trade
their Programs, rather the Programs must be held for the ten year period unless
earlier terminated. As personalized investment programs, they are sold only
through registered representatives (the "Representatives") of the Broker-Dealer
or other independent securities dealers ("Independent Dealers") with whom the
Company, the Broker-Dealer and one of the Insurance Companies have agreements.

Under the terms of the agreements under which the Independant Dealers may
distribute the Programs, the Independant Dealers agree to comply with applicable
laws, and to solicit the distribution of the Programs, and remain responsible
for the determination of whether a Program is suitable for prospective
Participant. There is no specific limitation on the number of Programs that an
Independent Dealer can distribute.

The Representatives are jointly licensed to sell both mutual funds and
insurance. As registered representatives of the Broker-Dealer, they are
authorized to sell mutual fund shares offered in the Programs, as well as the
Programs themselves. As licensed agents of one or more of the Insurance
Companies, they are authorized to sell various forms of life, accident, and
health insurance.

The Representatives sell the Programs on a best-efforts basis. No
underwriting compensation is paid to the Broker-Dealer or any other party in
connection with the sale of the Programs. The Broker-Dealer or Independant
Dealer typically receives a commission on the sale of mutual fund shares in
connection with a Program. A portion of any commission received by the Broker-
Dealer is paid to the Representative. In his capacity as a licensed insurance
agent, the Representative also receives commissions from one of the Insurance
Companies on insurance sold as part of any Program. See "Summary of Charges."

3. How to Become a Program Participant

To become a Program Participant, the prospective Participant must contact a
Representative authorized to distribute the Programs. The Program may begin
once the Participant enters into the Limited Power of Attorney and Agency
Agreement with the Company and signs the Federal Reserve Form G-3 (concerning
extensions of credit and the use of margin stock).

Participants should obtain independent advice from their Representative in
regard to insurance and mutual fund acquisitions.

4. Hypothetical Illustrations

One feature of the Programs is the possibility of using the appreciated value
of purchased mutual fund shares (as well as dividends or capital gains
distributions thereon) to help defray the amount of Account Indebtedness. This
depends on the actual performance of mutual fund shares purchased, and any
given fund may decline rather than appreciate in value. Hypothetical
illustrations are available from registered representatives, and potential
Participants are strongly advised to obtain these illustrations.

5. Determination of Suitability

Prior to the sale of a Program, a registered representative of the
Broker-Dealer will review the prospective Participant's financial circumstances
and may, without obligation, provide him with a written proposal prepared by
the Broker-Dealer setting forth in detail, among other things, the nature and
extent of the prospective obligations, fees, commissions, or other remuneration
to be derived by the Company, the Broker-Dealer and others from the sale of a
Program. Since the interest rate may fluctuate and a Participant may vary his
investment in mutual fund shares in the future, the charges and commissions may
change in the period after a Program is initiated. See "Summary of Charges; The
Programs-Insurance Premium Loans to Participants."

Prior to the sale of a Program, the Broker-Dealer will make an independent
assessment as to whether the entire transaction, including the loan
arrangement, is suitable for the prospective Participant; this in no way
relieves the prospective Participant from the responsibility of making his own
considered determination as to whether a particular Program is suitable for
him.

At the request of a Participant, a Program will be reviewed by the
Broker-Dealer at any time upon submission of appropriate current data, in order
to permit a Participant to determine its continued suitability. Any suggested
changes will be detailed in a written review, prepared by the Broker-Dealer,
which the Participant is free to adopt or reject. Depending on the changes
adopted, the costs and expenses of a revised Program may be more or less than
those previously applicable.

6. Investment in Mutual Funds

(a) Types of Mutual Funds Available

Mutual fund shares available for purchase in the Programs include the shares
of open-end investment companies registered under the Investment Company Act of
1940 with which the Broker-Dealer has a selling agreement and certain no-load
funds. These shares generally have a sales charge. In general mutual fund
shares purchased are subject to "front-end" sales charges from which the
Broker-Dealer is paid its commissions. Many funds which do not have a
"front-end" sales charge will charge a "back-end" sales charge upon redemption
of the shares, which amount is contingent on the number of years the
Participant has held the shares. Funds may also have asset-based charges, which
are taken out periodically from the average daily net asset value of such
funds. "No load" funds, which do not have any sales charges except for
asset-based sales charges and service fees of no more than .25% of average
annual net assets, may be used if: (1) the Broker-Dealer has a selling agreement
with the fund; or (2) when purchases of such "no-load" funds are made through an
investment management program with which the Broker-Dealer has a written
agreement and that fulfills the administrative and confirmation requirements of
the Company. No-load funds with which the Broker-Dealer does not have a selling
agreement or which are not sold through an approved investment management
program may be used only for Programs that comply with the following
requirements: (1) the premium must be paid annually and be a minimum of $5,000,
(2) the initial margin requirements must be 1800% and no mutual fund shares may
be reregistered out of the Program during its ten year life, (3) a Program fee
of $200 must be paid at the inception of the Program, and (4) the fund must
fulfill the Company's administrative and confirmation requirements. Prospectuses
for any mutual fund available for purchase in a Program should be obtained
through sales representatives. Among the mutual fund shares available for
purchase in conjunction with the Programs are shares issued by the Fund Group.
See "The Company and Its Affiliates-Interest in Mutual Funds."

The mutual funds available for the Programs have portfolio securities which
have been selected by the management of each fund on the basis of its belief as
to either potential dividend income or capital appreciation or both. Certain of
the mutual funds have portfolios which are selected from the common stocks of
large, well-known, publicly held corporations with established records of
dividend payments. The portfolio securities included in certain other mutual
funds generally afford lower yields and pay smaller or no dividends since their
major objective is capital appreciation. Instead, earnings, if any, may be
reinvested by the issuers of such securities for purposes of their expansion,
research and the general development of their operations. The element of risk
connected with such an investment may, therefore, be higher than that
experienced with a more conservative portfolio of securities having higher
yields and lower price-earnings ratios. The investment policy, objectives,
performance history, and the qualifications of the management of each mutual
fund whose shares are sold by the Broker-Dealer, as well as the sales charges
and details as to the automatic reinvestment plans, are set forth in the
prospectuses of the respective funds available for the Programs. Mutual fund
investments are, of course, subject to the market fluctuations and risks
inherent in any investment in securities. There is no assurance that the
objectives of any of the mutual funds offered in the Programs will be realized,
nor may any representations be made as to their performance. The prospectus for
each mutual fund in which a Participant is interested must be furnished to him
with this prospectus. No potential Participant in a Program may purchase mutual
fund shares without first obtaining a prospectus for such shares. A prospective
Participant should choose the mutual fund which is most suitable for his

particular needs, and reference should be made to the specific fund prospectus
for information on its investment objectives and policies, sales charges, and
other relevant information about such fund.

(b) Minimum Required Initial Investment

If a Participant decides to begin a Program, an investment in the mutual fund
selected by him is made in an amount at least equal to the minimum required
initial investment. Any mutual fund shares which are to be used as collateral
for premium loans must be held by a prospective Participant for at least 31
days. If a prospective Participant already owns sufficient qualified shares of
a mutual fund which permits reinvestment of dividends and capital gains
distributions, these shares may be utilized to initiate and maintain a Program.
The initial investment must be at least 250% of the insurance premium for most
Programs, regardless of the mode of premium payment selected. Programs using
no-load funds with which the Broker-Dealer does not have a selling agreement or
that are not sold through an approved investment management program require an
initial investment of at least 1800% of the initial insurance premium, which
premium must be paid annually. Prospective Participants are cautioned, however,
that the minimum investment required by certain mutual funds for the purchase of
their shares may exceed the minimum investment required by the Company to
initiate a Program ($1,200 for most Programs).

Orders for mutual funds will be accepted only from those persons who desire
to make their mutual fund investment irrespective of the Insurance Companies'
insurability requirements. Accordingly, the purchase of the initial order of
mutual funds shares will be required even though the person may not be a
Participant in the Program because he is uninsurable. Individuals proposed for
insurance who have had medical problems, who have been denied insurance in the
past, or who are in higher risk groups, may bear a much greater risk for the
Insurance Companies and may not be issued an insurance policy or may have to
pay additional premiums.

No fees charged at the initiation of a Program apply to insurance. Thus no
conditional receipt for insurance will be issued; that is, a Participant will
be without insurance coverage until (i) the application for insurance is
approved; and, (ii) the expiration of 31 days from the date of purchase of the
mutual fund shares. If, however, a Participant wishes to conditionally obtain
insurance coverage prior to completion of the underwriting process, he may pay
one-twelfth of the annual premium scheduled for his Program, or $50, whichever
is greater, in exchange for a conditional receipt at the time he completes the
application for insurance, with the exception of Chubb Sovereign policies,
where a Participant must make one premium payment in the applicable mode to
conditionally obtain coverage. Such conditional insurance coverage may not be
available in all cases.

The only mutual funds available for sale by the Broker-Dealer in connection
with the Programs are those which agree to use the Company's administrative and
confirmation requirements. Previously purchased mutual fund shares may be used
if the fund agrees to use the Company's administrative and confirmation
requirements. Moreover, the Participant need not use the services offered by
the Broker-Dealer in purchasing mutual funds to be pledged with the Company at
the start of the Program.

Mutual funds available for sale by the Broker-Dealer in connection with the
Programs must provide for the automatic reinvestment of dividends and capital
gains distributions in mutual fund shares. Ordinary income dividends generally
are reinvested either at net asset value or at the public offering price, which
usually includes the sales charge. Capital gains distributions generally are
reinvested at net asset value. If a service charge is applicable, it is made
irrespective of the Program.

7. Acquisition of Insurance

A Program allows a Participant to purchase insurance by financing the
premiums through a loan secured by his mutual fund shares.

Insurance available for purchase in connection with a Program may vary from
state to state, depending on whether Chubb Life, Chubb Sovereign or Colonial is
licensed to sell insurance in a particular jurisdiction, and whether a
jurisdiction in which one of the Insurance Companies is licensed has approved a
particular insurance product.

Whole life, variable universal life, single premium whole life, level term,
renewable or convertible term, decreasing term and various forms of disability
income insurance are available for purchase in a Program on a nonparticipating
basis. Generally, all whole life insurance contracts contain the following
features: (i) incontestability-the policies are incontestable after a period of
two years from the date of issue except as to any additional benefits covered
by a rider in the event of accidental death or disability, or a waiver of
premium (see below); (ii) suicide-if within two years from the date of issue,
or less if so provided by the laws of a particular state, the insured dies by
suicide, the amount payable under the policy is limited to the amount of the
premiums which have been paid; (iii) change of beneficiary-the owner of the
policy may change the beneficiary under the policy at any time by written
notice to the issuing insurance company; (iv) automatic premium loan option-any
premium not paid by the end of the grace period (31 days) is automatically paid
by a policy loan if there is a sufficient cash value; (v) nonforfeiture
options-upon failure to continue the required premium payments, the owner of
the policy may surrender the policy for its cash value, if any, or elect to
receive paid up life insurance of a reduced face amount, or extended term
insurance of the original face amount but for a limited period of time; and
(vi) settlement options-providing for various methods pursuant to which the
owner of the policy may choose to have the proceeds of the policy paid, upon
the insured's death.

Certain whole life policies issued by one or more of the Insurance Companies
provide for interest, based on current interest rate levels, credited to the
cash value element or fund account of the policies. The Insurance Companies may
adjust the interest rate as economic conditions change. Also, the variable
universal life policies issued by the Insurance Companies provide for an
accumulation of cash value based on the investment experience of the underlying
funds in which the premiums are invested. Because the build-up of cash value
within these types of policies may vary, there is a possibility that the policy
may become paid up before the Program's ten year termination. In this case, the
Program may terminate at the Company's option. If the Program is extended,
there may be no further requirement for collateral, although the Participant
may continue investing in mutual fund shares. Also, since there is no guarantee
of accumulation of cash value with a variable universal life policy, it is
possible that the policy would lapse by its terms during the course of the
Program. Please see the prospectus of the variable universal life policy for
further information.

Policyholders of whole life, single premium life, and variable universal life
insurance policies offered in the Programs may borrow against the cash value of
the policies. Such loans outstanding as of the date of this Prospectus may bear
interest at a rate ranging from 4% to 13% per annum. Certain policies provide
for a variable loan interest rate. The Participant should inquire as to the
policy loan interest rate provision of the policy included in the Program.
Participants should also consider that loans taken out of some life insurance
policies may be subject to income and additional taxes and should consult their
tax advisor for further information. Policy loans may be available to a
Participant to reduce the unpaid balance of his Account Indebtedness or to
purchase additional mutual fund shares in the event of an impending involuntary
termination of his Program.

Maximum limits with respect to the amount of life insurance available under a
Program shall be determined by the Insurance Company. However, the Insurance
Company will not allow any amount greater than that which, in its opinion, is
suitable to the particular needs of the proposed insured and financial
abilities of the prospective Participant.

The amount of the premium which is due on any insurance contract will, of
course, vary with the size and type of the policy, the age of the insured, and
the extent of any additional benefits desired, such as: (i) waiver of premium
in the event of disability so that the policy will remain in force without
payment of premium; (ii) family coverage which extends insurance protection to
include the insured's spouse and children; (iii) double or triple indemnity in
the event of accidental death as the result of bodily injury; (iv) increasing
or decreasing term insurance; or (v) disability income protection.

A Participant may use term insurance in a Program. The basic effect of using
this form of insurance is that for any given premium the death benefit is
substantially increased while the cash value accumulated is either greatly
reduced or eliminated.

8. Agency Agreement and Limited Power of Attorney

An Agency Agreement and Limited Power of Attorney (the "Agency Agreement") is
executed by a Participant contemporaneously with the signing of the application
for insurance or the purchase or delivery of mutual fund shares to be used in
the Program. It is also signed by the Company and is thereafter effective until
terminated by the Participant or the Company. Upon giving notice in writing or
via facsimile, a Participant may terminate the Agency Agreement at any time,
which automatically results in termination of a Program, but the Company may do
so only for reasons discussed under "The Programs-Termination."

Under the Agency Agreement, the Company, as attorney-in-fact of the
Participant, has the power to:

(a) arrange loans to Participants to pay insurance premiums and
administrative fees, if not paid in cash, as they become due or excess premiums
as agreed to by the Company;

(b) receive pledge as collateral of all mutual fund shares acquired in the
Program, furnished by a Participant or available for pledge, having an
aggregate redemption value of up to the applicable margin requirement of 250%
or 1800% of a Participant's Account Indebtedness as security therefor; and

(c) pledge the Participant's mutual fund shares securing his Account
Indebtedness if necessary for the purpose of obtaining funds to finance the
Programs.

After execution of the Agency Agreement, no further notice is given to a
Participant prior to the loans made by the Company to a Participant to pay
insurance premiums. All mutual fund shares purchased in the Program will be
registered in the name of the Company, as custodian for the Participant, to be
held by the mutual fund companies, subject to instructions of the Company
pursuant to the Agency Agreement. Certificates for mutual fund shares acquired
by the Participants will be issued upon direction of the Company only in those
instances where it is necessary to meet the legal collateral requirements of a
state or governmental agency.

9. Insurance Premium Loans to Participants

(a) Loans Under the Agency Agreement

Upon issuance of a policy by an Insurance Company and contingent upon
acceptance of the policy by the Participant, the Company makes a loan to the
Participant under the Agency Agreement in an amount equal to the selected
premium mode. Mutual fund shares are then pledged to secure the loan.

As each premium becomes due, a new loan equal to the next premium and
administrative fee, if not paid in cash, is made and added to the Participant's
Account Indebtedness. It is intended that such loans will recur each premium
due date until the expiration of ten years after the due date of the initial
premium advanced under the Program, unless the Program is sooner terminated.
Thus, interest, as well as principal, is borrowed, and all mutual funds
purchased or otherwise accumulated in the Program having redemption value of up
to 250% of the Participant's Account Indebtedness, or 1800% for the initial
premium loan of Programs using certain no-load funds, are pledged as collateral
for such loans. Shares representing any excess in redemption value over the
applicable margin requirement of 250% or 1800% of the Participant's Account
Indebtedness are not required to be pledged as collateral.

Pursuant to the Agency Agreement, the Company may renew a Participant's
Program at the due date for the insurance premium, in accordance with the same
basic Program terms and conditions (including but not limited to the "Margin
and Collateral Requirements" discussed below) for a period of time ending as of
the due date of the next insurance premium. For example, if the insurance
premium payment mode is annual, the renewal of the Program will be for a period
of one year. Until the Programs are terminated, it is intended that such loans
will recur over the life of the Program.

Assuming that the minimum collateral requirements described hereinafter are
met, the Company will recompute a Participant's Account Indebtedness in advance
of the premium due date so that the loan can be renewed on the premium due date
of the insurance policy during each year of a Program. The new Account
Indebtedness is determined by adding the amount of the Participant's existing
Account Indebtedness to the amount of the next premium due, new fees, plus
interest. See "Summary of Charges."

Since May 29, 1970, the date the Company first offered Programs for sale, the
nominal interest rate charged by the Company pursuant to the Agency Agreement
has ranged from a low of 6% to a high of 13%. An increase in the interest rate
on the loans will serve to increase the cost of the Program and diminish its
value to a Participant upon termination.

(b) Margin and Collateral Requirements

Under SEC Rule 11d1-2, any mutual fund shares used to secure premium loans
must have been owned by the Participant for a minimum holding period of 31 days
before credit secured by such mutual fund shares is extended to the
Participant. The holding period applies to all purchases of mutual fund shares,
whether for initial purchases, renewals, or meeting margin requirements.

The maximum credit allowed by Regulation G (adopted by the Federal Reserve
Board and applicable to loans made under the Programs) against pledged mutual
fund shares is 50% of the value of the shares. The Company's present policy is
to make an initial loan not to exceed 40% of the value of the mutual fund
shares pledged as security. If the Federal Reserve Board should increase margin
requirements beyond the Company's requirement, a Participant would be required
to acquire and pledge more securities to finance the premiums due and to
maintain the ratio required to prevent involuntary termination of the plan. It
is possible that such increased margin requirements might require the Company
to discontinue the sale of its Programs and terminate Programs then
outstanding. It is also possible that periods may exist when the Federal
Reserve Board margin regulations will preclude the financing of additional
premiums.

As a matter of policy, independent of Federal regulations, the Company
presently requires Participants to provide qualified collateral with values
exceeding the amount of their indebtedness by specific margins in three
different situations: at initiation, at renewal, and between renewal dates.

(i) Initiation Requirement-Each initial loan by the Company to pay insurance
premiums for all Programs except those using certain no-load funds must be
secured by qualified mutual fund shares which have a value of at least 250% of
the premium to be financed. Accordingly, a Participant must pledge qualified
shares having a value of at least $1,200 to initiate an annual Program which
has a life insurance policy with the minimum annual premium of $480. Programs
using no-load funds with which the Broker-Dealer does not have a selling
agreement require an 1800% initiation requirement and qualified shares having a
value of at least $90,000 for a minimum annual premium of $5,000.

(ii) Maintenance Margin Requirement-The Company requires Participants to
maintain qualified collateral with a value of at least 130% of Account
Indebtedness at all times. Failure to maintain the 130% requirement will result
in termination of a Program. The Company generally will notify a Participant of
a decline in value in his mutual fund shares, although it is not required and
undertakes no obligation to do so. If the value of shares pledged with the
company declines below 130% of a Participant's Account Indebtedness, the
account indebtedness will automatically become due and payable, and the Company
will terminate the program and sell or redeem the pledged shares to satisfy the
debt, all without notice to the Participant. The Company will act promptly but
accepts no responsibility for any loss incurred by a Participant due to a
reduction in the value of mutual fund shares arising from delays in redemption
which are beyond the control of the Company. Any shares not required to be
redeemed to satisfy the Account Indebtedness will be released from pledge and
re-registered to the Participant.

The Company intends to enforce its rights whenever the 130% requirement is
breached. If the Company is holding shares available for pledge, it will pledge
such shares with itself in order to maintain a Participant's 130% margin
requirement. No mutual fund shares pledged by the Company to secure payment of
one Participant's Account Indebtedness may be redeemed in order to satisfy the
payment of another Participant's Account Indebtedness.

(iii) Account Indebtedness at Renewal-At the time of renewal, a Participant
must have qualified shares pledged to the Company equal to least 150% of the
Participant's Account Indebtedness. The 150% renewal requirement may be met in
one of four ways: (a) a Participant's qualified shares already pledged in the
Program may have a value in excess of 150% of the Account Indebtedness; (b) if
the Company is holding additional qualified shares available for pledge as
custodian for the Participant under the Agency Agreement, then the Company may
automatically pledge sufficient additional shares to cover the 150%
requirement; (c) if the Company is not holding enough qualified shares, then
the Participant may make the necessary shares available for pledge by
purchasing additional shares at least 31 days prior to the renewal date; or (d)
a Participant may make a cash payment to reduce the Account Indebtedness to no
more than 66.66% of the value of the shares pledged in the Program. If the 150%
margin requirement is not met in one of these four ways, prior to the renewal
of a loan, the Company will terminate the Program. The Company may notify a
Participant 31 days prior to a renewal date if it appears that the 150%
requirement may not be met, but the Company is under no obligation to provide
such notice.

(iv) Renewal Loan Margin Requirement-The Company requires at renewal that a
new premium loan be secured by qualified shares which have not been previously
pledged to the Program. The new qualified shares must have a value of at least
250% of the new premium loan. If qualified shares are not available to be
pledged by the Company as custodian for the Participant, then the Participant
must provide additional qualified shares with a value of at least 250% of
the new premium loan before the life insurance policy can be renewed within the
Program.

The Loans which the Company makes to Participants to finance insurance
premiums are made without recourse. Consequently, a Participant will not be
responsible for payment of a deficiency in the event the value of the pledged
shares is not sufficient to pay his entire Account Indebtedness. A Participant
should not infer from this that a Program will not result in a loss to him. The
appreciation of value of mutual fund shares and the costs and expenses of the
Program (including interest and fees) all will have a bearing on whether the
Participant incurs a loss in a Program.

(d) Release of Collateral

If at any time the redemption value of all the shares held in the
Participant's account exceeds 250% of the Participant's Account Indebtedness
for all Programs except those using certain no-load funds, the Participant may,
upon written request to the Company, have such excess released to him either in
shares or in cash. Shares are valued at their net asset value for redemption
purposes.

10. Additional Mutual Fund Share Purchases

A Participant is under no obligation to make additional purchases of mutual
fund shares once a Program is initiated, except to the extent necessary to meet
the margin and collateral requirements described above. Failure to make
additional purchases generally may result in termination of a Participant's
Program since the amount of collateral required to secure a Participant's
Account Indebtedness will increase correspondingly with the amount of each
borrowing. Similarly, failure to purchase additional mutual fund shares in
order to prevent a decline in the aggregate redemption value of the pledged
shares below 130% of a Participant's Account Indebtedness will result in a sale
of existing collateral and termination of the Participant's Program.
Accordingly, many Participants must make investments, some as often as monthly,
in shares which are transferred into the name of the Company as custodian for
the Participant and held until they become qualified shares. These qualified
shares then will be pledged by the Company to itself if the value of the shares
previously pledged with the Company declines below the margin and collateral
requirements.

11. Status Reports

The Company, upon request, will furnish to each Participant annually a
statement of his Program account indicating the amount of his Account
Indebtedness and a current prospectus of the Company with respect to its
Programs. Annual and interim reports and current prospectuses of the mutual
fund(s) selected generally will be forwarded to Participants directly by the
particular funds. Current prospectuses and annual and interim reports of any
variable universal life insurance policy will be forwarded to Participants
directly by the issuing Insurance Company. Participants will receive
confirmations when mutual fund investments are made. The Company will, at any
time upon request, furnish a Participant with a statement of the total
redemption value of his pledged shares compared with his Account Indebtedness.
Annual reports of the Company containing financial statements reported upon by
independent auditors will also be furnished to a Participant at any time upon
request.

12. Program Modification

Subject to the minimum premium requirement of $480 annually for all Programs
except those using certain no-load funds for which the minimum premium
requirement is $5,000 and an annual premium, the amount of insurance and the
premium(s) to be financed may be reduced. If increased insurance protection is
desired, a Participant may add either a new or existing policy, but only within
six weeks of the annual anniversary date of his Program. The cost of
acquisition (including the placement fee) must be paid by a Participant upon
the issuance of a new policy. If a Participant who is also the owner of the
Program's insurance policy desires to terminate the Program or modify the
insurance protection, he can surrender the policy (providing it has sufficient
cash value) and obtain extended term coverage (if available), an insurance
policy with reduced coverage, or a paidup policy for a reduced amount. Provided
the appropriate authorization form is on file with the Company, a Participant
or, if authorized, the Participant's registered representative, may direct the
redemption or exchange of mutual fund shares by telephone to the Company. The
Company will employ procedures that it believes are reasonable in order to
confirm that instructions communicated to it by telephone are genuine. These
procedures include (i) any Participant or registered representative providing
instructions by telephone to redeem or exchange shares must be on a recorded
telephone line, (ii) all such Participants or registered representatives must
supply the Company with personal identification information at the time of
redemption or exchange for verification purposes, and (iii) all transactions
relying on telephone instructions will be verified by a written confirmation
statement sent by the mutual fund to the Participant. If these "reasonable
procedures" or other procedures that may be developed are not employed in order
to confirm that instructions communicated by telephone to the Company are
genuine, the Company may be liable for any losses due to unauthorized or
fraudulent instructions.

The Company will not be liable to the Participant or any third party if the
Participant is unable to reach the Company by telephone. The Participant may be
unable to implement a telephone transaction during periods of drastic economic
or market change.

This telephone transaction privilege may be terminated or modified upon 60
days written notice to the Participants.

A Participant may likewise re-direct his periodic investment from one mutual
fund to another fund available in the Programs. The Company assesses an
additional charge to redeem shares of one mutual fund so that a Participant may
purchase another mutual fund's shares. See "Summary of Charges." Presently
there is no limit on the number of times a Participant may modify his Program;
however, the Company reserves the right at any time to limit the number of
times a Participant may modify his Program.

13. Termination

Programs are entirely voluntary and may be terminated at any time by a
Participant, upon written notice mailed or transmitted via facsimile to the
Company. A Program will be terminated by the Company upon the occurrence of any
of the following: (i) the death of the Participant; (ii) the death of all
insureds covered by a policy issued as part of a Program; (iii) failure to meet
minimum collateral requirements due to a decline in the value of the mutual
fund shares securing premium loans; (iv) failure to meet minimum investment
requirements due to a decrease in insurance premiums advanced under a Program
unless waived by the Company to the extent permitted by law; (v) failure to
provide sufficient collateral to secure loans for premiums due under the
Program; (vi) inability of the Company to provide or arrange for financing of
premiums; (vii) failure of the Participant's bank to honor checks made payable
to the Company from the Participant's account. A Participant should clearly

understand that in the event of any of the above circumstances a Program may
be terminated by the Company without prior notice to the Participant. Programs
must be terminated not later than ten years from the due date of the initial
premium financed (unless extended at the option of the Company).

If a Participant terminates his Program, he must pay his Account Indebtedness
in full, plus interest, to the date of payment. The Company also charges a $100
termination fee and liquidation charges unless the termination is at the end of
the tenth year of the Program. If the Company terminates a Program with prior
notice to a Participant, the Participant must pay his Account Indebtedness
within seven business days after a notice of termination. In either case, if a
Participant's Account Indebtedness is not paid, the Company has the right to
redeem as many of the Participant's qualified shares as necessary to pay his
debt.

To pay his Account Indebtedness, a Participant may: (i) redeem his mutual
fund shares and surrender his life insurance policy for its cash value; (ii)
redeem such shares and, if he has the right, borrow on the cash surrender value
of the life insurance policy, keeping the policy in force; (iii) redeem his
mutual fund shares only and independently continue the insurance; (iv) retain
his mutual fund shares and, if he has the right, surrender the insurance policy
for its cash value, if any; or, (v) retire the debt from funds unrelated to the
mutual fund shares or the insurance policy. The cash value of the insurance
policy alone will not provide adequate funds to liquidate all of the
accumulated indebtedness.

The continuance of the Program is dependent upon the Company's ability to
provide, or to arrange for, the financing of insurance premiums for
Participants. A Participant's Program may be involuntarily terminated if such
financing cannot be obtained by the Company. See "The Programs-Financing of the
Programs by the Company."

A Participant must maintain certain margin and collateral requirements in
order to avoid termination of his Program. See "The Programs-Insurance Premium
Loans to Participants."

14. Rights of Participants

(a) Program Rights

Participants in the Programs have certain rights in connection with the
Programs themselves (as distinct from the mutual funds shares and insurance
acquired in the Programs). These rights include the right to receive status
reports, the right to modify a Program, and the right to terminate a Program
entirely. See generally "The Programs-Status Reports; Program Modification;
Termination." However, Participants are not stockholders in the Company or any
of its affiliates and have no voting rights or other interests therein; except
that Participants who purchase shares of the Fund Group will have the rights
and interests of a shareholder with respect to the Fund Group.

(b) Voting of Mutual Fund Shares

The mutual fund(s) selected by a Participant will advise him of any meeting
where his shares may be voted and furnish him with a proxy statement and
appropriate voting forms. It is the responsibility of the Participant to
complete and return the proxy statement in order to vote his mutual fund
shares. The Company will vote the Participant's pledged shares or shares
available for pledge only if the Participant gives the Company specific written
instructions accompanied by a signed proxy. If such instructions and the signed
proxy are not received, the Company will take no action with respect to voting
the Participant's shares.

15. Financing of the Programs by the Company

The Company's funds for financing the Programs are currently obtained through
Loan Agreements and Company-Lender Agreements (together the "Agreements") with
Colonial and Chubb Life. The Agreements provide for revolving credit
arrangements under which Colonial will make advances to the Company in an
amount not to exceed $29,000,000 and Chubb Life will make advances to the
Company in an amount not to exceed $20,000,000. The loans are made at short term
lending rates agreed upon by the Company and its Lenders which are subject to
change in accordance with the Agreements. The Agreements contain minimum
collateral requirements co-extensive with the minimum collateral requirements
for Participants set forth herein. If the value of all of the Participants'
shares pledged to the Company declines below 130% of the Company's indebtedness,
Colonial or Chubb Life may demand that the Company redeem any shares from
Participant's Programs which do not meet the Company's margin and collateral
requirements and liquidate that portion of the Company's indebtedness.

Under the Agreements, the failure of the Company to repay its debts gives
Colonial the right to terminate its obligation to make future advances and
declare all outstanding principal and interest to be due and payable. In this
event, the Company will not renew any Programs by making further loans to
Participants, and will redeem the qualified collateral to satisfy its
indebtedness to Colonial.

If the Company is unable to borrow funds in the future or to continue to
borrow funds under the Agreements for the purpose of financing loans to
Participants for the payment of insurance premiums, it may not be able to
continue the sale of the Programs. In addition, its ability to renew existing
loans may be impaired to the point of terminating, without notice to
Participants, all Programs at their loan renewal dates. The Company is under no
contractual obligation to continue to make loans on future Program renewal
dates; however, it intends to continue making such loans as long as funds are
available to it.

The Company may in the future borrow funds from affiliated or non-affiliated
companies. There is no assurance that the Company may obtain financing from
non-affiliated companies upon terms, conditions and rates as favorable as those
from affiliated companies. All future material affiliated transactions and
loans will be generally available on terms no less favorable to the Company
than those from unaffiliated third parties; and all future material affiliated
transactions and loans, and any forgiveness of loans, will be approved by a
majority, if any, of the independent outside members of the Company's board of
directors not having any interest in the transactions.

- --------------------------------------------------------------------------------
Properties
- --------------------------------------------------------------------------------

The Company does not own or lease any real property. The Company occupies a
portion of the home office of Chubb Life located at One Granite Place, Concord,
New Hampshire. The use by the Company of such facilities and the equipment and
furnishings owned by the Service Company, Chubb Life, or any of the other
Insurance Companies is subject to a pro-rata allocation of expenses.

- --------------------------------------------------------------------------------
Related Stockholder Matters
- --------------------------------------------------------------------------------

Security Ownership of Certain Beneficial Owners and Management

The Company's stock is not publicly traded. The table below sets forth
ownership of the Company's issued and outstanding common stock as of March 15,
1996.

Title of Name and Address Amount and Nature of Percent of
Class of Beneficial Owner Beneficial Ownership Class
- ------------ -------------------- ----------------------- ----------

Common Chubb Life Insurance 50,000 shares of record 100
Company of America
One Granite Place
Concord, New Hampshire

The Company has not authorized or paid any dividends since inception. There
are no restrictions presently known on the Company's ability to pay dividends
except for general New Hampshire corporate laws relating to earnings.

- --------------------------------------------------------------------------------
Certain Relationships and Related Transactions
- --------------------------------------------------------------------------------

The Company, Chubb Life, Colonial and Chubb Sovereign all have agreements with
the Service Company whereby the Service Company provides service and joint
operations. In addition, the Company utilizes furniture, equipment and fixtures
owned by one or more of the Insurance Companies. The Company pays the Service
Company a fee, determined in accordance with mutually agreed upon cost
allocation methods, which the Companies believe reflect a proportional
allocation of common costs and are commensurate for the performance of the
applicable duties.

- --------------------------------------------------------------------------------
Directors and Executive Officers of the Registrant
- --------------------------------------------------------------------------------

The following sets forth information relating to Directors and Executive
Officers of the Company as of December 31, 1995.

Name/(1)/ Age Position/(2)/
--------- --- -------------

Randell G. Craig 49 Director
Ernest J. Tsouros 62 Director
Frederick H. Condon 60 Director
Joseph A. Morein 57 Director
John A. Weston 36 Treasurer, Principal Financial and
Accounting Officer
Charles C. Cornelio 36 Vice President, General Counsel and Secretary
Carol R. Hardiman 41 Vice President, Administration
Shari J. Lease 41 Assistant Secretary
Christopher J. Moakley 32 Vice President, Consumer Relations
Ronald J. Angarella 36 Vice Chairman and Director

/(1)/ There are no family relationships existing between or among any of the
above-listed Directors or Executive Officers.

/(2)/ The term of office of each of the foregoing Directors and Executive
Officers extends until the annual meetings of the shareholders and Board
of Directors or until removed by the Board of Directors.

Randell G. Craig was elected Director of the Company and the Broker-Dealer in
May 1990. His principal occupation has been as Executive Vice President and
Chief Operating Officer of Chubb Life. He also serves as Director and Executive
Vice President of Colonial and the Service Company. Prior to January 1995, Mr.
Craig served as Executive Vice President, Individual Insurance, and prior to
March 1991 he served as Senior Vice President and Chief Marketing Officer of the
Parent Corporation. From 1986 to May 1990, Mr. Craig was Vice President and
Chief Marketing Officer, Individual Insurance, for Crown Life Insurance Company.

Ernest J. Tsouros was elected Director of the Company and the Broker-Dealer in
May 1969. His principal occupation since 1982 has been as Vice President of
Chubb Life. He also serves as Vice President of Colonial and the Service
Company.

Frederick H. Condon was elected Director of the Company and the Broker-Dealer
in February 1984. His principal occupation since 1985 has been as Senior Vice
President, General Counsel and Secretary of Chubb Life. He serves as Senior
Vice President, General Counsel and Secretary of Colonial, Chubb Sovereign, and
the Service Company and as Vice President and Director of Hampshire
Syndications, Inc.

Joseph A. Morein was elected Director of the Company and the Broker-Dealer in
September 1987. His principal occupation since August 1986 has been as a Vice
President of The Chubb Corporation.

John A. Weston was elected Treasurer of the Company and the Broker-Dealer in
August 1988. Mr. Weston was elected Treasurer of Chubb Series Trust in June
1994, and Assistant Treasurer, UST Master Variable Series, Inc. in September
1994. His principal occupation since April of 1995 has been as Assistant Vice
President of Chubb Life. He was elected Treasurer of Chubb Investment Funds,
Inc. and Chubb America Fund, Inc. in April 1992, Treasurer of Chubb Investment
Advisory Corporation in May 1992, and Hampshire Syndications, Inc. in July 1991.
From July 1989 to April 1995 Mr. Weston was Mutual Fund Accounting Officer for
Chubb Life.

Charles C. Cornelio was elected Vice President, General Counsel and Secretary
of the Company, the Broker-Dealer, and Hampshire Syndications, Inc. in May 1993.
His principal occupation since December, 1994 has been as Senior Vice President
and Chief Administrative Officer of Chubb Life. From March 1992 to December
1994 he served as Vice President, Counsel and Assistant Secretary for the Chubb
Life. He also serves as Vice President and Chief Administrative Officer of
Colonial and the Service Company and as Senior Vice President, Counsel and
Assistant Secretary to Chubb Investment Funds, Inc. and Chubb America Fund, Inc.
From September 1988 to October 1989 Mr. Cornelio was Assistant Counsel of Chubb
Life, and from October 1989 to June 1991 he was Associate Counsel of Chubb Life.
He also serves as a Director of UST Master Variable Series and Hampshire
Syndications, Inc.

Carol R. Hardiman was elected Vice President, Administration of the Company
and the Broker-Dealer in June 1989. From October 1987 to May 1989, she was
Assistant Vice President of the Company and the Broker-Dealer.

Shari J. Lease was elected Assistant Secretary of the Company and the Broker-
Dealer in December 1994. Her principal occupation since April 1995 has been as
Assistant Vice President and Counsel of Chubb Life. Ms. Lease was elected
Secretary of Chubb Investment Funds, Inc. and Chubb America Fund, Inc., in April
1992, Secretary of Chubb Series Trust in December 1993 and Assistant Secretary
of Hampshire Syndications, Inc. in May 1994. She served as Associate Counsel of
Chubb Life from April 1994 to April 1995, Assistant Counsel of Chubb Life from
October 1990 to April 1994 and Assistant Secretary of Chubb Investment Funds,
Inc. and Chubb America Fund, Inc. from July 1991 to April 1992.

Christopher J. Moakley was elected Vice President of Chubb Life in June 1994.
His principal occupation since June 1994 has been as Vice President of Consumer
Relations of Chubb Life. Prior to joining Chubb Life, Mr. Moakley served as
Vice President, Corporate Secretary and Compliance Officer for John Hancock
Mutual Life Insurance Company and John Hancock Variable Life Insurance Company
from 1991 to 1994 and as Assistant Regulatory and Compliance Officer from 1988
to 1990 for John Hancock Mutual Life Insurance Company.

Ronald R. Angarella was elected President of the Broker Dealer in October
1995. Mr. Angarella was elected Senior Vice President of Chubb Life and Vice
Chairman of the Broker-Dealer in November 1994. Mr. Angarella served as Vice
President, Staff Management of Chubb Life from September 1992 to November 1994,
and Assistant Vice President, Staff Management of Chubb Life from February 1992
to September 1992. From March 1990 to February 1992 he served as Assistant Vice
President, Marketing of the Broker-Dealer.

- --------------------------------------------------------------------------------
Executive Compensation
- --------------------------------------------------------------------------------

The Company pays no remuneration to its Directors and Officers, nor does it
have any agreement, commitment, or plan to pay salaries or compensation to any
Director or Officer on other than a nominal basis. The Service Company employs
all of the personnel who perform business functions for the Company, which
personnel also perform functions for affiliates of the Company.

- -------------------------------------------------------------------------------
Selected Financial Data
- -------------------------------------------------------------------------------
Selected Statement of Operations Data:

1995 1994 1993 1992 1991
----------- ----------- ----------- ----------- -----------

Year Ended December 31
Total Revenue............................. $ 4,435,676 $ 3,590,273 $ 3,004,114 $ 2,699,890 $ 2,475,154
Net Income................................ $ 232,354 $ 458,294 $ 514,505 $ 330,545 $ 218,462
Dividends Per Common Share................ - - - -
Selected Balance Sheet Data:
December 31,
Total Assets................ $47,388,865 $42,241,816 $33,773,719 $27,905,714 $22,930,802
Loan Payable................ $43,899,673 $38,889,535 $30,924,833 $25,382,406 $21,413,588

- -------------------------------------------------------------------------------
Management's Discussion and Analysis of Financial Condition and Results of
Operations
- -------------------------------------------------------------------------------
Liquidity and Capital Resources

The Company offers investment programs (the "Programs") which coordinate the
acquisition of mutual fund shares and insurance over a period of time, usually
ten years. Under the Programs, purchasers of the program ("Participants")
purchase life and health insurance from affiliated insurance companies (the
"Insurance Companies") and finance the premiums through a series of loans
secured by mutual fund shares. Upon issuance of a policy by an Insurance
Company, the Company makes a loan to the Participant in an amount equal to the
selected premium mode. As each premium becomes due, if not paid in cash, a new
loan equal to the next premium and administrative fee is made and added to the
Participant's account indebtedness ("Account Indebtedness"). Thus, interest, as
well as principal, is borrowed and mutual fund shares are pledged as collateral.
Each loan made by the Company must initially be secured by mutual fund shares
which have a value of at least 250% of the loan, except for the initial premium
loan of Programs using certain no-load funds, where the collateral requirement
is 1800%. In addition, the aggregate value of all mutual fund shares pledged as
collateral must be at least 150% of the Participant's total Account
Indebtedness. If the value of the shares pledged to the Company declines below
130% of the Company's indebtedness, the Company will terminate the Programs and
liquidate shares sufficient to repay the indebtedness.

Collateral loans receivable from Participants were $47,059,897 at December
31, 1995. Annual amounts due to the Company were as follows:

1996 1997 1998 1999 2000 2001-2005
---- ---- ---- ---- ---- ---------

Collateral loans receivable $2.7 $3.0 $2.7 $3.7 $5.9 $29.0
(in millions)

The Company's funds for financing the Programs are currently obtained through
Loan Agreements with its affiliates, Chubb Colonial Life Insurance Company
("Colonial") (formerly known as The Colonial Life Insurance Company of America)
and Chubb Life Insurance Company of America ("Chubb Life"). The Loan Agreements
provide for revolving credit arrangements under which advances will be made to
the Company in amounts not to exceed $29,000,000 from Colonial and $20,000,000
from Chubb Life. The advances are currently short term in nature, as none of the
loans outstanding as of December 31, 1995 (or during 1995) exceeded 365 days to
maturity. The advances are made at short-term lending rates agreed upon by the
Company and its lenders and are subject to change in accordance with the Loan
Agreements and market conditions. If the Company is unable to obtain loans from
affiliates at favorable market rates, the Company's borrowing costs will
increase. The Company's loan Agreements state however, the interest rate may not
exceed the prime interest rate in effect in New York City plus 2.5%. The average
lending rate on these loans at December 31, 1995 was 6.70% and ranged from 4.95%
to 9.25%.

The continuance of the Program is dependent upon the Company's ability to
provide, or arrange for the financing of insurance premiums for Participants.
Since 1989, such financing has been available from its affiliates, Colonial and
Chubb Life. The Company expects that it will be able to obtain this financing
for the foreseeable future. Therefore, as the Company's loans mature, new loans
are extended for a period agreed upon by the Company and its affiliates. In the
event the Company is unsuccessful in obtaining financing from its affiliates,
the Company will explore alternative financing arrangements with non-affiliated
companies. If the Company is unable to obtain financing from any source
(affiliated and non-affiliated), the Programs will be terminated, the
Participants must then pay their loans to the Company, and the Company will
repay the Lenders in turn.

The Company may also borrow funds from non-affiliated companies. There is no
assurance that the Company may obtain financing from non-affiliated companies
upon terms, conditions and rates as favorable as those from affiliated
companies. If the Company is unable to borrow funds in the future or continue
to borrow funds under its Loan Agreements for the purpose of financing loans to
Participants for the payment of insurance premiums, it may not be able to
continue the sale of the Programs.

Although the Company's present financing arrangements with its lenders do not
include the assignment of a Participant's mutual fund shares to the lender as
security, the Loan Agreements do authorize the Company to assign a Participant's
mutual fund shares to any lender as collateral security for the Company's
indebtedness pursuant to any financing arrangements. If any such assignment
takes place and the Company subsequently defaults on an obligation for which the
Participant's mutual fund shares have been pledged as security, the mutual fund
shares may be redeemed by the lender to whom the obligation is owed. A lender
may cease to provide financing if the Company is in default under its Loan
Agreements. In this case, Programs will be terminated on their renewal dates.

The amount of funds borrowed under the Agreements at December 31, 1995 were
$44,200,000 compared to $39,500,000 at December 31, 1994. Funds borrowed at
December 31, 1995 represent $26,000,000 from Colonial and $18,200,000 from Chubb
Life. At December 31, 1994 funds borrowed represented $26,000,000 from Colonial
and $13,500,000 from Chubb Life. The increase in amounts borrowed by the
Company year to year was used to fund increased sales of Programs and for other
working capital needs.

In addition to loans payable, the Company has other short-term amounts due to
affiliates related to insurance premium payments and expense reimbursements to
Chubb America Service Corporation ("Service Company"). The Company has an
arrangement with affiliated Insurance Companies whereby the Company makes
monthly payments in arrears for premiums due. Reimbursements to the Service
Company are also made one month in arrears and are included in amounts due to
affiliates.

The Service Company, a wholly-owned subsidiary of Chubb Life, is a management
service company which provides employee services and office facilities to the
Company and its affiliates under a Service Agreement. The Company pays the
Service Company a monthly fee in accordance with mutually agreed upon cost
allocation methods which the Companies believe reflect a proportional allocation
of common expenses and are commensurate for the performance of the applicable
duties.

Working capital in 1995 and 1994 was provided by Participants' loan
repayments, administrative fees for the placement and maintenance of Programs
and interest earned on investments.

Loan schedule as of December 31, 1995:

Loan Face Days to Maturity
Source Date (mils) Rate Maturity Date
- ------------ --------- ------ -------- -------- --------

Chubb Life 07/31/95 $10.0 6.31% 270 04/26/96
09/27/95 0.5 8.95% 277 06/30/96
09/29/95 6.0 8.95% 275 06/30/96
10/27/95 0.6 8.95% 247 06/30/96
11/27/95 0.5 8.95% 216 06/30/96
12/28/95 0.6 8.95% 185 06/30/96
---------
$ 18.2

Colonial 05/15/95 $14.5 6.05% 270 02/09/96
07/21/95 9.2 5.90% 266 04/12/96
10/10/95 2.3 5.92% 266 07/02/96
---------
$ 26.0

Results of Operations

The Company concluded the year ended December 31, 1995 with net operating
income of $232,354 as compared to net operating income of $458,294 in 1994, and
$514,505 in 1993. The decline in net operating income is due to the narrowing
spread between the Company's cost of funds necessary to finance premium loans
and the lending rate charged to Program Participants.

Total revenues through December 31, 1995 were $4,435,676 versus $3,590,273 in
1994, and $3,004,114 in 1993. These revenues include interest on collateral
loans receivable, program fees, interest on investments and partnership income.
The largest source of revenue was represented by interest on collateral loans
receivable.

The growth in collateral loan interest resulted from the increase in
collateral loans receivable year to year. Collateral loans receivable as of
December 31, 1995 were $47,059,897 as compared to $40,805,159 in 1994, and
$33,348,372 in 1993. Comparatively, collateral loan interest was $3,899,087,
$3,094,809 and $2,523,551 for the years ended December 31, 1995, 1994 and 1993.
The average interest rate charged to each Participant's outstanding loan balance
was 9.22%, 8.65% and 8.50% for the years 1995, 1994 and 1993, respectively.

The Company's collateral loans receivable, collateral loan interest and
average interest rate charged to each Participant's loan balance for the three
years ended December 31 are summarized as follows:

1995 1994 1993
------------ ------------ ------------

Collateral loans receivable $47,059,897 $40,805,159 $33,348,372
Collateral loan interest $ 3,899,087 $ 3,094,809 $ 2,523,551
Average Participant interest rate 9.22% 8.65% 8.50%

Interest expense on the Loan Agreements increased each year since 1993 due to
increases in interest rates and amounts borrowed by the Company. The Company's
outstanding loans payable, interest expense and average cost of borrowings for
the three years ended

December 31 are summarized as follows:

1995 1994 1993
------------ ------------ ------------

Loans payable $43,899,673 $38,889,535 $30,924,833
Interest expense $ 2,730,924 $ 1,516,229 $ 973,490
Average loan interest rate 6.70% 4.60% 3.50%

The Company's ability to achieve and maintain a spread between its cost of
funds necessary to finance premium loans and the lending rate charged to Program
Participants may impact its future operating results. The interest rate spread
is intended to provide sufficient revenue to offset the Company's general and
administrative expenses. General and administrative expenses, arising from
normal operating activities through December 31, 1995, were $1,299,523 as
compared to $1,260,818 in 1994, and $1,185,907 in 1993.

The Company may increase the interest rate charged to Participants to a
maximum of the prime interest rate plus 3% as its cost of borrowing increases.
If the Company's cost of borrowing were to rise significantly above the prime
interest rate, its ability to maintain an adequate interest rate spread would be
difficult and future earnings could be adversely impacted.

Program fees include placement, administrative and termination fees as well
as charges for special services. For the years ended December 31, 1995, 1994
and 1993 the number of programs administered by the Company were 6,521, 6,662
and 6,328, respectively.

Investment income earned by the Company increased in 1995 as compared to 1994
and 1993 due to an increase in investment returns on cash equivalents held year
to year.

Substantially all general and administrative expenses are allocated to the
Company by the Service Company. These include the costs associated with
providing staff and facilities to service the Programs and includes such items
as salaries, rent, utilities, accounting fees, printing, postage and other
typical operating expenses.

- -------------------------------------------------------------------------------
Legal Matters
- -------------------------------------------------------------------------------
1. Litigation

In the ordinary course of business, legal proceedings involving the Company
periodically arise. Currently, the Company is not the subject of any material
pending legal proceedings.

2. Legal Opinions

The validity of the securities offered hereby has been passed upon for the
Company by Charles C. Cornelio, Esquire, Senior Vice President, Counsel and
Assistant Secretary to Chubb Life.

- -------------------------------------------------------------------------------
Experts
- -------------------------------------------------------------------------------
This Registration Statement includes on the following pages, the Company's
annual financial statements. The consolidated balance sheets of the Company at
December 31, 1995 and 1994, and the consolidated results of operations and cash
flows for each of the three years in the period ended December 31, 1995,
appearing in this Prospectus and Registration Statement, have been audited by
Ernst & Young LLP, independent auditors, as set forth in their report thereon,
appearing elsewhere herein, and are included in reliance upon such report,
given upon the authority of such firm as experts in accounting and auditing.

- -------------------------------------------------------------------------------
Available Information
- -------------------------------------------------------------------------------

The Company is subject to the periodic reporting requirements of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), and in
accordance therewith files reports and other required information with the
Securities and Exchange Commission (the "Commission"). Such reports and other
information may be inspected and copied at public reference facilities
maintained by the Commission at Room 1024, Judiciary Plaza, 450 Fifth Street,
N.W., Washington, D.C. 20549 and at the following regional offices: Room 1028,
26 Federal Plaza, New York, New York 10278; and Room 1628, Everett McKinley
Dirksen Building, 219 South Dearborn Street, Chicago, Illinois 60604.

The Company has filed with the Commission a Registration Statement on Form
S-1/A (the "Registration Statement") under the Securities Act of 1933, as
amended, with respect to the securities covered by this Prospectus.
This Prospectus does not contain all of the information set forth in the
Registration Statement and the exhibits and schedules thereto. Statements made
in this Prospectus as to the contents of any contract, agreement or other
document referred to are not necessarily complete; with respect to each such
contract, agreement or other document filed as an exhibit to the Registration
Statement, reference is made to such exhibit for a more complete description of
the matter involved, and each such statement shall be deemed qualified in its
entirety by such reference. Copies of the Registration Statement and the
exhibits may be inspected without charge at the Washington, D.C. office of the
Commission.

The Company's Annual Report on Form 10-K for the year ended December 31,
1995, which was filed with the Commission pursuant to Section 13(a) of the
Exchange Act, is incorporated herein by reference. All other reports filed
pursuant to Section 13(a) or 15(d) of the Exchange Act since the end of the
fiscal year covered by the Annual Report referred to above and prior to the
date of this Prospectus shall be deemed to be incorporated by reference in this
Prospectus and to be a part hereof.

In addition, copies of these reports (and any other information incorporated
by reference in the Registration Statement covering the Programs) will be
provided without charge to any person, including any beneficial owner,
receiving this Prospectus, on written or oral request to Hampshire Funding,
Inc., One Granite Place, Concord, New Hampshire 03301, Attention: Vice
President-Operations; telephone (603) 226-5000.

HAMPSHIRE FUNDING, INC. AND SUBSIDIARY

Audited Consolidated Financial Statements

December 31, 1995

Page
----
Report of Ernst & Young LLP, Independent Auditors...................... F-2
Consolidated Balance Sheets............................................ F-3
Consolidated Statements of Income and Retained Earnings................ F-4
Consolidated Statements of Cash Flows.................................. F-5
Notes to Consolidated Financial Statements............................. F-6

F-1

REPORT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS

The Board of Directors
Hampshire Funding, Inc. and Subsidiary

We have audited the accompanying consolidated balance sheets of Hampshire
Funding, Inc. and Subsidiary as of December 31, 1995 and 1994, and the related
consolidated statements of operations and retained earnings and cash flows
for each of the three years in the period ended December 31, 1995. These
financial statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statements based on
our audits.

We conducted our audits in accordance with generally accepted auditing
standards. Those standards 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. An audit
also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audits provide a reasonable basis
for our opinion.

In our opinion, the consolidated financial statements referred to above present
fairly, in all material respects, the consolidated financial position of
Hampshire Funding, Inc. and Subsidiary at December 31, 1995 and 1994, and the
consolidated results of their operations and their cash flows for each of the
three years in the period ended December 31, 1995, in conformity with generally
accepted accounting principles.

As discussed in Note 2 to the financial statements, in 1994 the Company changed
its method of accounting for postemployment benefits, and in 1993, the Company
changed its method of accounting for postretirement benefits other than
pensions, and income taxes.

ERNST & YOUNG LLP

Boston, Massachusetts
January 26, 1996

F-2

HAMPSHIRE FUNDING, INC. AND SUBSIDIARY

CONSOLIDATED BALANCE SHEETS

December 31,
-----------------------
1995 1994
----------- -----------

Assets:
Cash and cash equivalents.......................................... $ 289,918 $ 1,311,399
Accounts receivable from customers................................. 26,793 47,215
Federal income taxes recoverable................................... 12,257 78,043
----------- -----------
Total Current Assets............................................... 328,968 1,436,657

Collateral notes receivable (including accrued
interest of $1,207,653 in 1995 and $1,027,677 in 1994)........... 47,059,897 40,805,159
----------- -----------
Total Assets....................................................... $47,388,865 42,241,816
=========== ===========
Liabilities and Stockholder's Equity:
Liabilities:
Due to affiliates................................................. $ 1,145,850 1,188,275
Accrued expenses and other liabilities............................ 263,232 316,250
----------- -----------
Total Current Liabilities......................................... 1,409,082 1,504,525
=========== ===========
Loans payable to affiliates (net of prepaid
interest of $300,327 in 1995 and $610,465 in 1994)............... 43,899,673 38,889,535
----------- -----------
Total Liabilities.................................................. 45,308,755 40,394,060
----------- -----------
Stockholder's Equity:
Common stock, par value $1 per share; Authorized 100,000 shares;
issued and outstanding 50,000 shares............................. 50,000 50,000
Additional paid-in capital........................................ 550,000 550,000
Retained earnings................................................. 1,480,110 1,247,756
----------- -----------
Total Stockholder's Equity......................................... 2,080,110 1,847,756
----------- -----------
Total Liabilities and Stockholder's Equity......................... $47,388,865 $42,241,816
=========== ===========

See notes to consolidated financial statements.

F-3

HAMPSHIRE FUNDING, INC. AND SUBSIDIARY

CONSOLIDATED STATEMENTS OF INCOME AND RETAINED EARNINGS

Years Ended December 31,
-------------------------------------
1995 1994 1993
----------- ----------- -----------

Revenues:
Interest on collateral notes
receivable............................. $ 3,899,087 $ 3,094,809 $2,523,551
Program participant fees................ 456,556 464,851 457,636
Interest on investments................. 74,648 30,613 22,927
Partnership syndication fees............ 5,385
----------- ----------- -----------
4,435,676 3,590,273 3,004,114
Operating Expenses:
Interest on loan agreements............. 2,730,924 1,516,229 973,490
General and administrative.............. 1,299,523 1,260,818 1,185,907
Realized loss on investments............ 60,000
----------- ----------- -----------
4,030,447 2,837,047 2,159,397
----------- ----------- -----------
Income before income taxes............... 405,229 753,226 844,717

Federal and state income tax (benefit):
Federal - Current....................... 125,112 257,593 283,525
Federal - Deferred...................... (10,819) (6,485)
State tax............................... 47,763 48,158 53,172
----------- ----------- -----------
172,875 294,932 330,212
----------- ----------- -----------

Net Income............................... 232,354 458,294 514,505
Retained earnings at beginning of year... 1,247,756 789,462 274,957
----------- ----------- -----------
Retained earnings at end of year......... $ 1,480,110 $ 1,247,756 $ 789,462
=========== =========== ===========

See notes to consolidated financial statements.

F-4

HAMPSHIRE FUNDING, INC. AND SUBSIDIARY

CONSOLIDATED STATEMENTS OF CASH FLOWS

Years Ended December 31,
-------------------------------------
1995 1994 1993
----------- ----------- -----------

Operating activities:
Net Income................................................... $ 232,354 $ 458,294 $ 514,505
Adjustments to reconcile net income to net cash used in
operating activities:
Increase in accounts receivable from customers.............. 20,422 (9,535) (11,160)
Increase (decrease) in accrued expenses and other
liabilities................................................ (53,018) (57,749) 126,277
Increase (decrease) in due to affiliates.................... (42,425) 114,610 (311,931)
Increase in collateral notes receivable..................... (6,254,738) (7,456,787) (5,788,925)
Change in federal income taxes payable
(recoverable).............................................. 65,786 (89,803) (3,273)
(Increase) decrease in prepaid interest on
affiliated loan agreements................................ 310,138 (235,298) (157,573)
----------- ----------- -----------
Net cash used in operating activities........................ (5,721,481) (7,276,268) (5,632,080)

Investing activities:
Write off (purchase) of limited partnership
investment.................................................. 60,000
----------- ----------- -----------
Net cash provided by investing activities.................... 60,000

Financing activities:
Proceeds from affiliated loan agreements..................... 69,025,000 73,400,000 59,000,000
Principal payments on affiliated loan agreements............. (64,325,000) (65,200,000) (53,300,000)
----------- ----------- -----------
Net cash provided by financing activities.................... 4,700,000 8,200,000 5,700,000
----------- ----------- -----------
Increase in cash and cash equivalents........................ (1,021,481) 983,732 67,920
Cash and cash equivalents at beginning of year............... 1,311,399 327,667 259,747

----------- ----------- -----------
Cash and cash equivalents at end of year..................... $ 289,918 $ 1,311,399 $ 327,667
=========== =========== ===========

See notes to consolidated financial statements.

F-5

HAMPSHIRE FUNDING, INC. AND SUBSIDIARY

Notes to Consolidated Financial Statements

December 31, 1995

1. Summary of Significant Accounting Policies

Principles of Consolidation

The accompanying consolidated financial statements include the accounts of
Hampshire Funding, Inc. ("Hampshire") and its wholly-owned subsidiary, Hampshire
Syndications, Inc. Hampshire is a wholly-owned subsidiary of Chubb Life
Insurance Company of America ("Chubb Life"). Affiliates of Chubb Life include
Chubb Colonial Life Insurance Company (formerly known as The Colonial Life
Insurance Company of America) ("Colonial"), Chubb Sovereign Life Insurance
Company ("Chubb Sovereign"), Chubb America Service Corporation ("CASC"), Chubb
Investment Advisory Corporation and Chubb Securities Corporation ("Chubb
Securities"), which are all 100% owned by Chubb Life. Chubb Life is 100% owned
by The Chubb Corporation ("Chubb").

The preparation of financial statements in conformity with generally accepted
accounting principles requires Hampshire's management to make estimates and
assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the financial
statements and the reported amounts of revenues and expenses during the
reporting period. Actual results could differ from those estimates.

Transactions with Affiliates

Hampshire offers and administers Programs whereby Participants obtain life
insurance coverage from Chubb Life, Colonial and Chubb Sovereign. Under the
Programs, insurance premiums are paid by Participants through a series of loans
from Hampshire which are recorded as "collateral notes receivable." Loans to the
Participants are secured by Participants' ownership in shares of regulated
investment companies. The loans to Participants are funded substantially with
the proceeds from loan arrangements with Colonial and Chubb Life (see Note 6).
Chubb Securities is a registered broker-dealer that buys and sells the shares
for Participants. The fair value of a Participant's secured investment company
shares must exceed 150% of the total loan balance plus accrued interest
(Participant's total Account Indebtedness). If the value of the shares pledged
as collateral to Hampshire declines below 130% of the Participant's total
Account Indebtedness, Hampshire will terminate the Program and liquidate shares
sufficient to repay the indebtedness. All Programs are ten years in length. Upon
Program conclusion, loan balances and accrued interest become due.

Collateral notes receivable from Participants were $47,059,897 at December 31,
1995. Annual amounts due to Hampshire under collateral notes receivable were as
follows:

1996 1997 1998 1999 2000 2001-2005
---- ---- ---- ---- ---- ---------

Collateral notes receivable $2.7 $3.0 $2.7 $3.7 $5.9 $29.0
(in millions)

Substantially all general and administrative expenses are allocated to Hampshire
by CASC in accordance with mutually agreed upon and reasonable cost allocation
methods which Hampshire and CASC believe reflect a proportional allocation of
common expenses and which are commensurate for the performance of the applicable
duties.

Recognition of Revenues and Expenses

Interest on collateral notes receivable and administrative fees charged to
Participants for establishing and maintaining Programs are recognized as
revenue when earned. Partnership syndication fees represent fees earned by
Hampshire Syndications, Inc. as a participating general partner of certain
limited partnerships. The amount of such fees earned was $5,385 in 1995 and
$0 in 1994 and 1993.

Cash Equivalents

For purposes of reporting cash flows, cash equivalents include cash invested
in securities purchased under repurchase agreements and short-term corporate
notes, all of which have remaining maturities of three months or less at the
date of purchase.

At December 18, 1995, Hampshire entered into a reverse repurchase agreement with
Shawmut Bank ("Bank") in the amount of $198,000. The agreement matures on
January 17, 1996. This reverse repurchase agreement is included in cash
equivalents in the accompanying consolidated balance sheet. Hampshire requires
that the market value of the underlying securities provided as collateral for
repurchase agreements be a minimum of 100% of their contractual resale price to
the Bank.

F-6

HAMPSHIRE FUNDING, INC. AND SUBSIDIARY

Notes to Consolidated Financial Statements-(Continued)

Short-term corporate notes are carried at cost which approximates market
value.

Reclassifications

Certain amounts in the financial statements for prior years have been
reclassified to correspond to the 1995 presentation.

2. Change in Accounting Principles

Effective January 1, 1994, Chubb Life and Hampshire adopted SFAS No. 112,
"Employers' Accounting for Postemployment Benefits." SFAS No. 112 requires that
the expected cost of providing postemployment benefits, principally severance,
disability and unemployment benefits, to former or inactive employees, their
beneficiaries and covered dependents be accrued during the years that the
employees render the necessary service. Prior to 1994, the pay as you go, or
cash method was used to recognize the cost of these benefits. The cumulative
effect of this change as of January 1, 1994 and Hampshire's allocated portion of
such costs have been immaterial to Hampshire.

Effective January 1, 1993, Chubb Life and Hampshire adopted SFAS No. 106,
"Employers' Accounting for Postretirement Benefits Other than Pensions." SFAS
No. 106 requires that the expected cost of providing postretirement benefits,
principally health care and life insurance, to employees, their beneficiaries
and covered dependents be accrued during the years that the employees render the
necessary service. Prior to 1993, the pay-as-you-go, or cash method was used to
recognize the cost of these benefits. The cumulative effect of this change as of
January 1, 1993 was immaterial to Hampshire. Hampshire's allocated portion of
such costs was $27,237, $24,631 and $18,530 in 1995, 1994 and 1993,
respectively, which has been included in General and Administrative expenses in
the accompanying financial statements.

Chubb Life and Hampshire also adopted SFAS No. 109, "Accounting for Income
Taxes," as of January 1, 1993. SFAS No. 109 prescribes an asset and liability
method of accounting for income taxes, rather than the deferred method
previously used. The objective of the asset and liability method is to recognize
an asset or liability for the expected future tax effects attributable to
differences between the financial reporting and the tax basis of assets and
liabilities, based on the enacted tax rates and other provisions of tax law. The
cumulative effect of such change as of January 1, 1993 was immaterial to
Hampshire.

3. Federal Income Taxes

The operations of Hampshire are included in the consolidated federal income tax
return of Chubb. Federal income tax is allocated by Chubb Life as if Hampshire
filed a separate income tax return. Deferred tax assets and liabilities are
recognized for the expected future tax effects attributable to temporary
differences between the financial reporting and tax bases of assets and
liabilities, based on enacted tax rates and other provisions of tax law. Federal
income taxes have been provided at the statutory rate of 35% in 1995, 1994 and
1993.

Of the $12,257 federal income taxes recoverable at December 31, 1995, $6,875
represents a deferred tax asset related to the post-retirement benefits and
postemployment benefits expense. The deferred tax asset at December 31, 1994 was
$10,819, which also related to postretirement benefits. Beginning in 1995,
deferred income tax expense on postretirement benefits is recorded, on a
corporate level, by CASC and included on their tax return.

Hampshire made income tax payments to Chubb of $59,326, $336,577 and $280,313 in
1995, 1994 and 1993, respectively.

4. Retirement Benefits

Hampshire participates in the Pension Plan for the Employees of Chubb Life and
Participating Affiliates, a defined benefit plan, which covers substantially all
of its employees. Accumulated plan benefits, plan net assets and net periodic
pension costs by component for Hampshire are not determinable. Costs allocated
by Chubb Life to Hampshire during 1995 and 1994 relative to the Pension Plan
were $24,218 and $24,269, respectively.

Certain health and life insurance benefits for all eligible retired employees
are provided by Chubb Life. Benefits are paid as covered expenses are incurred.
Health care coverage is contributory. Retiree contributions vary based upon a

F-7

HAMPSHIRE FUNDING, INC. AND SUBSIDIARY

Notes to Consolidated Financial Statements-(Continued)

retiree's age, type of coverage and years of service with Hampshire. Life
insurance is noncontributory. The expected cost of providing these
postretirement benefits to employees and their beneficiaries and covered
dependents are being accrued during the years that the employees render the
necessary service.

5. Option and Incentive Plans

As a subsidiary of Chubb, Hampshire and its employees are eligible to
participate in the following option and incentive plans:

The Employee Stock Ownership Plan (ESOP) is funded through semi-annual
contributions in amounts determined at the discretion of Chubb's Board of
Directors. A portion of Chubb common stock is allocated to eligible employees
as contributions are made by Chubb.

The Capital Accumulation Plan, a savings plan, is funded by employee
contributions. Hampshire makes a matching contribution equal to 100% of each
eligible employee's pre-tax elective contributions, up to 4% of the employees
compensation. Contributions are invested at the election of the employee in
Chubb's common stock or in various other investment funds.

Hampshire's proportionate share of costs related to these option and incentive
plans were $36,247 and $39,394 for the years ended December 31, 1995 and 1994,
respectively. Hampshire's costs prior to 1994 relative to these plan were
immaterial.

Total costs allocated by Chubb Life to Hampshire, during the year presented
relative to the above benefits, have been included in General and Administrative
expenses in the accompanying financial statements.

6. Loan Agreements

Since 1989, Hampshire's funds for financing premium loans have been obtained
through loan agreements with affiliates. Hampshire has a loan agreement with
Colonial providing for a $29,000,000 revolving line of credit. The interest rate
is variable and is based on Colonial's cost of short-term funds. The range of
interest rates at December 31, 1995 on this loan were from 5.65% to 6.02%. At
December 31, 1995, Hampshire had borrowed $26,000,000 under the agreement with
Colonial. On September 29, 1994, Hampshire amended its loan agreement with Chubb
Life to provide for a $20,000,000 revolving line of credit, representing an
increase of $10 million from the previous loan agreement. The interest accrues
at a rate not to exceed prime plus 250 basis points per annum. Presently,
interest is being charged to Hampshire at current short term rates (6.3% at
December 31, 1995) on the first $10 million and at the rate which Hampshire
charges their clients (8.95%) on any loan balance over $10 million. At December
31, 1995, Hampshire had borrowed $18,200,000 under this agreement with Chubb
Life. Hampshire expects that it will be able to obtain financing for the
forseeable future.

Interest paid, including prepayments, on the loan agreements was $2,420,786,
$1,751,527 and $1,131,064 in 1995, 1994 and 1993, respectively.

F-8

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

Item 13. Other Expenses of Issuance and Distribution (Estimated)

Expenses of issue and distribution are not deducted from proceeds.

Registration Fee
Securities and Exchange Commission.......... $10,344
National Association of Securities Dealers.. 3,500
Printing.................................... 100,000
Accounting Fees............................. 8,400
State Registration Fees..................... 30,635
Miscellaneous............................... --
--------
TOTAL....................................... $152,879
========

Item 14. Indemnification of Directors and Officers

Under the general corporation law of the State of New Hampshire, corporations
are required to indemnify their officers in the event such officers and
directors are successful in defending suits brought against them in their
corporate capacities. In addition, a New Hampshire corporation is generally
permitted to indemnify its officers and directors, regardless of the results of
a suit, provided the officer or director involved acted in good faith and in a
manner he reasonably believed to be in or not opposed to the best interests of
the corporation. Where a claim for indemnification arises out of an action by or
in the right of the corporation, the individual director or officer must not
only have acted in good faith, but also must not be adjudged to have been
negligent or to have acted in a way constituting misconduct. Unless ordered by a
court, any indemnification made by a corporation must follow a determination of
compliance with the applicable standard of conduct. Such a determination is to
be made by the Board of Directors, independent legal counsel, or the
stockholders.

A New Hampshire corporation may purchase and maintain insurance to protect its
officers and directors from any liability which may be incurred by them in their
corporate capacities, whether or not the corporation could normally indemnify
such individuals. Expenses incurred by an officer or director in defending a
suit may be paid by the corporation in advance of the final disposition of the
action provided the individual involved undertakes to repay the amount unless it
is ultimately determined that he is entitled to be indemnified by the
corporation. The indemnification provided for in the New Hampshire general
corporation law is not exclusive of any other rights to which those indemnified
may be entitled under any by-law, amendment, vote of stockholders or
disinterested directors or otherwise, both as to action in his official capacity
and as to action in another capacity while holding office, and shall continue as
to a person who has ceased to be a director or officer, and shall inure to the
benefit of the heirs, executors and administrators of that person.

Article VIII of the Company's By-Laws provides that the Company shall
indemnify directors and officers against all costs and expenses incurred in
connection with any action, suit or proceeding in which the director or officer
may be involved by reason of being a director or officer of the Company, unless
it shall be finally adjudged in such action, suit or proceeding that the
director or officer was negligent in the performance of his duty, or unless the
suit, action or proceeding was the subject of a compromise settlement accepted
with the approval of a majority of the outstanding shares of the Company; and
finally, that the right to indemnification is not exclusive of other rights to
which the director or officer may be entitled as a matter of law.

The Company and its affiliates have purchased two policies of liability
insurance which, subject to the limitations contained in the policies,
indemnifies directors and officers against liabilities incurred as directors and
officers. The insurer's maximum liability under the policies is $30 million.

II-1

Item 15. Recent Sales of Unregistered Securities

Not Applicable

Item 16. Exhibits and Financial Data Schedules

The following exhibits are filed herewith or incorporated by reference under
Commission Rule 411(c).

Exhibit No. Description of Exhibit
- ----------- --------------------------------------------------------------------
1 -Distribution Agreement between the Company and Chubb Securities
Corporation dated March 1, 1990.*
4 -(i) Agency Agreement and Limited Power of Attorney.++
-(ii) Change of Participant in Program.++
-(iii) Disclosure Statement.++

5 -Opinion of Charles C. Cornelio, Esquire re: Legality.+++
10 -(i)(a) Loan Agreement between The Colonial Life Insurance Company
of America and the Company, dated July 10, 1989.*
- (b) Amendment to Loan Agreement between The Colonial Life
Insurance Company of America and the Company, dated March 8, 1990.*
- (c) Second Amendment to Loan Agreement between The Colonial Life
Insurance Company of America and the Company, dated December 15,
1992.***
- (d) Third Amendment to Loan Agreement between The Colonial Life
Insurance Company of America and the Company, dated March 8,
1993.***
- (e) Fourth Amendment to Loan Agreement between The Colonial Life
Insurance Company of America and the Company, dated June 17,
1993.****
-(ii)(a) Company-Lender Agreement between The Colonial Life
Insurance Company of America and the Company, dated July 7, 1989.*
- (b) Amendment to Acceptance of Company-Lender Agreement between
The Colonial Life Insurance Company of America and the Company,
dated March 8, 1990.*
- (c) Second Amendment to Acceptance of Company-Lender Agreement
between The Colonial Life Insurance Company of America and the
Company, dated December 15, 1992.***
- (d) Third Amendment to Acceptance of Company-Lender Agreement
between The Colonial Life Insurance Company of America and the
Company, dated March 8, 1993.***
- (e) Fourth Amendment to Acceptance of Company-Lender Agreement
between The Colonial Life Insurance Company of America and the
Company, dated June 17, 1993.****
-(iii) Franchise Fee Agreement between Chubb Life Insurance Company
of America and the Company, dated March 9, 1990.*
-(iv) Franchise Fee Agreement between The Volunteer State Life
Insurance Company and the Company, dated March 9, 1990.*
-(v)(a) Loan Agreement between Chubb Life Insurance Company of
America and the Company dated September 29, 1993.****
- (b) Company-Lender Agreement between the Company and Chubb Life
Insurance Company of America dated September 29, 1993.****
- (c) Acceptance of Company-Lender Agreement between Chubb Life
Insurance Company of America and the Company dated September 29,
1993.****
-(vi)(a) Loan Agreement between the Company and Chubb Life Insurance
Company of America dated September 29, 1994.*****
- (b) Company Lender Agreement between the Company and Chubb Life
Insurance Company of America dated September 29, 1994.*****
- (c) Acceptance of Company Lender Agreement between Chubb Life
Insurance Company of America and the Company dated September 29,
1994.*****

-(vii) Service Agreement+
24 -(i) Consent of Ernst & Young LLP, Independent Auditors.+
-(ii) Consent of Counsel (contained in Exhibit 5).

25 -Power of Attorney.+++
27 -Financial Data Schedule.++
- ------
* Incorporated by Reference to the exhibit number indicated to the
Company's Annual Report on Form 10-K for the year ended December 31, 1989.
** Incorporated by Reference to the exhibit number indicated to the
Company's Annual Report on Form 10-K for the year ended December 31, 1991.
*** Incorporated by Reference to the exhibit number indicated to the
Company's Annual Report on Form 10-K for the year ended December 31, 1992.
**** Incorporated by Reference to the exhibit number indicated to the
Company's Annual Report on Form 10-K for the year ended December 31, 1993.
***** Incorporated by Reference to the exhibit number indicated to the
Company's Annual Report on Form 10-K for the year ended December 31, 1994.
+ Filed herewith.
++ Incorporated by Reference to the Exhibit number indicated to the
Company's Annual Report on Form 10-K for the year ended December 31, 1995.

+++ Incorporated by Reference to the Exhibit number indicated to an earlier
filing on April 12, 1996 (SEC File No. 333-01873) of the Form S-1/A Registration
Statement.
II-2

Item 17. Undertakings

(a) The Registrant hereby undertakes:

(1) To file, during any period in which offers or sales are being made, a
post-effective amendment to this registration statement:

(i) To include any prospectus required by Section 10(a)(3) of the Securities
Act of 1933 (the "Securities Act");

(ii) To reflect in the prospectus any facts or events arising after the
effective date of the registration statement (or the most recent post-effective
amendment thereof) which, individually or in the aggregate, represent a
fundamental change in the information set forth in the registration statement;

(iii) To include any material information with respect to the plan of
distribution not previously disclosed in the registration statement or any
material change to such information in the registration statement;

(2) That, for the purpose of determining any liability under the Securities
Act, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

(3) To remove from registration by means of a post-effective amendment any of
the securities being registered which remain unsold at the termination of the
offering.

(b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
registrant's annual report pursuant to section 13(a) or section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

(i) Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the provisions set forth in Item 15, or otherwise, the
Registrant has been advised that, in the opinion of the Securities and Exchange
Commission (the "Commission"), such indemnification is against public policy as
expressed in the Securities Act and is, therefore, unenforceable. In the event
that a claim for indemnification against such liabilities (other than the
payment by the Registrant of expenses incurred or paid by a director, officer
or controlling person of the Registrant in the successful defense of any
action, suit or proceeding) is asserted by such director, officer or
controlling person in connection with the securities being registered, the
Registrant will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of appropriate jurisdiction
the question whether such indemnification by it is against public policy as
expressed in the Securities Act and will be governed by the final adjudication
of such issue.

II-3

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-1/A and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized in the City of Concord, State of New Hampshire on April 30, 1996.

Hampshire Funding, Inc.

By: /s/ Ronald R. Angarella
-------------------------------
Ronald R. Angarella, President

POWER OF ATTORNEY

Each of Hampshire Funding, Inc. (the "Company") and the undersigned Officers
and Directors thereof whose signatures appear below hereby makes, constitutes
and appoints Ronald R. Angarella and Charles C. Cornelio and each of them acting
individually, its and his true and lawful attorneys with power to act without
any other and with full power of substitution, to execute, deliver and file in
its or his name and on its behalf, and in each of the undersigned Officers' and
Directors' capacity or capacities as shown below, this Registration Statement
and any and all documents in support of this Registration Statement or
supplemental thereto, and any and all amendments, including any and all
post-effective amendments to the foregoing; and each of the company and said
Officers and Directors hereby grants to said attorneys, and to any one or more
of them, full power and authority to do and perform each and every act and
thing whatsoever as said attorneys or attorney may deem necessary or advisable
to carry out fully the intent of this Power of Attorney to the same extent and
with the same effect as the Company might or could do, and as each of said
Officers and Directors might or could do personally in his capacity or
capacities as aforesaid, and each of the Company and said Officers and
Directors hereby ratifies, confirms and approves all acts and things which said
attorneys or attorney might do or cause to be done by virtue of this Power of
Attorney and its or his signature as the same may be signed by said attorneys
or attorney, or any one or more of them, to this Registration Statement and any
and all amendments thereto, including any and all post-effective amendments to
the foregoing.

Pursuant to the requirements of the Securities Act of 1933, this Registration
Statement has been signed below by the following persons in the capacities and
on the dates indicated.

Name Title Date
---- ----- ----

* President and Director April 30, 1996
- -------------------------
Ronald R. Angarella

* Director April 30, 1996
- -------------------------
Frederick H. Condon

* Director April 30, 1996
- -------------------------
Ernest J. Tsouros

* Director April 30, 1996
- -------------------------
Randell G. Craig

* Director April 30, 1996
- -------------------------
Joseph A. Morein

/s/ John A. Weston Treasurer, Principal April 30, 1996
- ------------------------- Financial and Accounting
John A. Weston Officer

*By: /s/ Ronald R. Angarella
-------------------------------------
Ronald R. Angarella, Attorney-in-Fact

II-4