<PAGE>

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 10-K


(Mark One)

 X       Annual report pursuant to Section 13 or 15(d) of the Securities
---      Exchange Act of 1934 [fee required]
         For the fiscal year ended December 31, 2000
                                   -----------------

         Transition report pursuant to Section 13 or 15(d) of the Securities
---      Exchange Act of 1934 [no fee required]
         For the transition period from _______________ to  _______________.


         Commission file number  2-79192 .
                                ---------

                             HAMPSHIRE FUNDING, INC.
--------------------------------------------------------------------------------
             (Exact name of registrant as specified in its charter)

        NEW HAMPSHIRE                                           02-0277842
-------------------------------                         ------------------------
(State or other jurisdiction of                              (I.R.S. Employer
 incorporation or organization)                              Identification No.)

   ONE GRANITE PLACE, CONCORD, NEW HAMPSHIRE                      03301
--------------------------------------------------------------------------------
(Address of principal executive offices)                       (Zip Code)

Registrant's telephone number, including area code (603) 226-5000
                                                   -----------------------------

Securities registered pursuant to Section 12(b) of the Act:   NONE

Securities registered pursuant to Section 12(g) of the Act:

PROGRAMS FOR COORDINATING THE ACQUISITION OF MUTUAL FUND SHARES AND INSURANCE

Indicate by check mark whether the registrant has filed all reports required to
be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and has been subject to such filing requirements
for the past 90 days.
                                                          YES   X   NO
                                                               ---     ---

State the aggregate market value of the voting stock held by non-affiliates of
the registrant. The aggregate market value shall be computed by reference to the
price at which the stock was sold, or the average bid and asked prices of such
stock, as of a specified date within 60 days prior to the date of filing.  NONE

Indicate the number of shares outstanding of each of the Registrant's classes of
Common Stock as of March 30, 2001: 50,000 shares, all of which are owned by
Jefferson-Pilot Corporation.

                       DOCUMENTS INCORPORATED BY REFERENCE

NONE

The total number of pages, including exhibits, is 33, and the exhibit index
appears on pages 24 through 26.

<PAGE>

                                     PART I

ITEM 1 - BUSINESS

(a)      GENERAL DEVELOPMENT OF BUSINESS

         Hampshire Funding, Inc. ("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"). The Company
         became a wholly-owned subsidiary of The Chubb Corporation on December
         21, 1971, when Chubb Life sold all the outstanding stock of the
         Company. On April 1, 1981, the Company's common stock was transferred
         by contribution to Chubb Life Insurance Company of New Hampshire
         ("CLNH"). On July 1, 1991, CLNH and Chubb Life merged with and into The
         Volunteer State Life Insurance Company, which on the same date
         re-domesticated from Tennessee to New Hampshire and changed its name to
         Chubb Life Insurance Company of America. As a result of said merger,
         all of the common stock of the company was owned by Chubb Life.

         Chubb Life and its subsidiaries were acquired by Jefferson-Pilot
         Corporation from The Chubb Corporation, effective April 30, 1997. As a
         wholly-owned subsidiary of Chubb Life, the Company was included in the
         acquisition. The fair market value of the Company was determined to be
         its book value.

         On December 30, 1997, the Company sold its investment in its
         subsidiary, Hampshire Syndications, Inc., (wholly owned since October
         9, 1986), to Jefferson-Pilot Investments, Inc. Hampshire Syndication's
         net worth at December 30, 1997 was $239,811. The transaction was
         accounted for as a reorganization of entities under common control.

         Effective December 31, 1997, the Company's outstanding stock was sold
         to Jefferson-Pilot Corporation. As a result, the Company became a
         wholly-owned subsidiary of Jefferson-Pilot Corporation.

         The Company, in affiliation with Jefferson Pilot Financial Insurance
         Company (formerly Chubb Life), Jefferson Pilot Life America Insurance
         Company (formerly Colonial) (collectively "Insurance Companies") and
         Jefferson Pilot Securities Corporation (the "Broker-Dealer"), a member
         of the National Association of Securities Dealers, Inc. ("NASD"), has
         primarily been engaged in the offering and administration of programs
         which coordinate the acquisition of mutual fund shares and life or
         health insurance (the "Programs"). The Programs were intended, in part,
         to augment the sales activities of the Broker-Dealer and the Insurance
         Companies.

         Effective March 31, 1998, the Company discontinued offering its
         Programs for sale. The Company will, however, continue to service all
         existing Programs until their stated maturity or termination dates.

(b)      FINANCIAL INFORMATION ABOUT INDUSTRY SEGMENTS

         Revenues, operating profit and loss, and identifiable assets for the
         five years ended December 31, 2000, are included in Item 6 - Selected
         Financial Data and Item 8 - Financial Statements and Supplementary
         Data.

(c)      NARRATIVE DESCRIPTION OF BUSINESS

         The Company administers Programs which involve initial and periodic
         cash purchases of mutual fund shares. Under the Programs, purchasers of
         a Program ("Participants") make initial and periodic purchases of
         mutual fund shares for cash with automatic reinvestment of all
         distributions. Participants obtain insurance coverage through a series
         of insurance premium loans offered by the Company. Loans to
         Participants are secured by Participants' initial and periodic
         purchases of mutual fund shares. The mutual fund shares are registered
         in the Company's name as Custodian for Participants and are pledged
         under a Receivables Purchase Agreement.


                                    2 of 33
<PAGE>

         The objective of a Program is the utilization of the appreciation, if
         any, in the value of the mutual fund shares and the reinvestment of
         dividends or capital gains distributions thereon to aid in offsetting
         the principal and accumulated interest on the loans.

         As noted, the Company discontinued offering Programs for sale but will
         continue to administer all programs until their stated maturity or
         termination dates.

         Historically, the Programs were offered for sale by those agents of the
         Insurance Companies who qualify as registered representatives, through
         the Broker-Dealer, under the regulations of the NASD.

         Revenues derived from Participant Programs include gain on sales of
         loans and servicing, interest income on securities and Program
         participant fees. For the years ended December 31, 2000, 1999 and 1998
         such revenues were as follows:

<TABLE>
<CAPTION>
                                             2000           1999           1998
                                             ----           ----           ----
<S>                                      <C>            <C>            <C>
         Loan sales and servicing        $   688,573    $   692,208    $   581,545
         Interest                            387,455        331,077        339,802
         Program participant fees            255,398        327,372        413,726
</TABLE>

         REGULATION

         The Company filed its final Registration Statement under the Securities
         Act of 1933, as amended, with the Securities and Exchange Commission on
         April 16, 1997. The Company is also subject to supervision by the
         Commissioners of Securities of the jurisdictions in which the Company
         has sold the Programs.

         Although the Company no longer offers its Programs for sale, its
         existing Programs are authorized to use insurance policies offered by
         the Insurance Companies. Insurance available for purchase in connection
         with a Program may vary from state to state, depending on whether
         Jefferson Pilot Financial Insurance Company (Jefferson Pilot Financial)
         or Jefferson Pilot LifeAmerica Insurance Company (Jefferson Pilot
         LifeAmerica) is licensed to sell insurance in a particular
         jurisdiction, and whether a jurisdiction in which one of the Insurance
         Companies is licensed has approved the sale of a particular insurance
         product.

         Historically, each Insurance Company offered several types of policies
         within the Program. The Insurance Companies are subject to the
         regulations of the insurance department of each state in which they are
         licensed to do business. In addition, Jefferson Pilot Financial,
         through Jefferson Pilot Financial Separate Account A, offer for sale a
         variable universal life insurance policy, which is subject to
         regulation by the Securities and Exchange Commission. Policies,
         including the variable universal life insurance product, issued under
         the Program may not be identical in each state or jurisdiction.
         Regulations that determine the types of policies and their provisions
         may differ in each state. As a result, the Insurance Companies have
         internal procedures designed to ensure that only approved policies are
         issued in each state.

         The insurance agents who sold the Company's Programs are subject to the
         oversight and regulation of the insurance department of each
         jurisdiction where they are licensed. In addition, only those agents
         who are registered representatives of the Broker-Dealer sold Programs;
         thus the insurance agents are also subject to supervision and
         regulation of the NASD and securities department of each jurisdiction
         where they are licensed.

         DEPENDENCE UPON A SINGLE OR A FEW CUSTOMERS

         Given the Company's decision to discontinue the sale of its programs,
         the dependence upon a single or few customers is not applicable.
         Historically, the Company was not dependent upon a single or few
         customers.

         COMPETITION


                                    3 of 33
<PAGE>

         Competition is no longer a factor since the Company no longer offers
         Programs for sale. Historically the Company faced limited competition
         in the sale of Programs, as the number of companies offering plans
         similar to the Programs was 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.

         EMPLOYEES

         The Company has no paid employees. Jefferson Pilot Life Insurance
         Company ("JP Life"), a wholly-owned subsidiary of Jefferson-Pilot
         Corporation, provides employee and office services, as well as certain
         operating assets, to the Company and its affiliates. JP Life employs
         all of the personnel who perform business functions for the Company. JP
         Life believes that its relationship with employees is good.

(d)      FINANCIAL INFORMATION ABOUT FOREIGN AND DOMESTIC OPERATIONS AND EXPORT
         SALES

         All sales and operations of the Company are conducted within the United
         States.

ITEM 2 - PROPERTIES

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

ITEM 3 - LEGAL PROCEEDINGS

The Company may become involved from time to time with legal proceedings arising
out of the ordinary course of its business. For the year ended December 31,
2000, the Company was not involved in any material legal proceedings.

ITEM 4 - SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

No matters were submitted during the fourth quarter of 2000 to a vote of
security holders.


                                    4 of 33
<PAGE>

                                     PART II

ITEM 5 - MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

(a)      HOLDERS

         Not publicly traded.

(b)      MARKET INFORMATION

         1 (See Item 12, Security Ownership of Certain Beneficial Owners and
         Management.)

(c)      DIVIDENDS

         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.

ITEM 6 - SELECTED FINANCIAL DATA

<TABLE>
<CAPTION>
Selected Results of Operations
  Data: Year Ended December 31,       2000            1999            1998            1997          1996
                                  ------------   -------------   -------------   -------------   -----------
<S>                               <C>            <C>             <C>             <C>             <C>
Total Revenue                     $  1,331,426   $   1,350,657   $   1,335,073   $   5,279,533   $ 4,948,442
                                  ============   =============   =============   =============   ===========

Net Income                        $    714,883   $     723,044   $     780,583   $     597,624   $   308,341
                                  ============   =============   =============   =============   ===========

Dividends Per Common share        $       --     $        --     $        --     $        --     $      --
                                  ============   =============   =============   =============   ===========

Selected Balance Sheet Data:
  December 31,                            2000            1999            1998            1997          1996
                                  ------------   -------------   -------------   -------------   -----------

Total Assets(1)                   $  8,385,285   $   7,520,878   $   5,861,387   $   4,978,870   $54,549,392
                                  ============   =============   =============   =============   ===========

Loans Payable(2)                  $              $           0   $           0   $           0   $50,851,618
                                  ============   =============   =============   =============   ===========
</TABLE>

(1) On December 31, 1997, the Company sold its aggregate collateral notes
    receivable of $55,783,965. The Company received proceeds of $52,994,767 and
    retained a subordinated interest and servicing rights in the assets
    transferred aggregating $2,789,198. As of December 31, 2000 the Company's
    subordinated interest and servicing rights in the assets transferred was
    $6,500,825, compared to $5,509,426 at December 31, 1999 (See Item 7 -
    Management's Discussion and Analysis of Financial Condition and Results of
    Operations.)

(2) Proceeds from the sale of collateral notes receivables were used to
    extinguish the Company's outstanding debt under its Revolving Credit
    Agreement with SunTrust Bank of Atlanta, Georgia (see Item 7 - Management's
    Discussion and Analysis of Financial Condition and Results of Operations.)


                                    5 of 33
<PAGE>

ITEM 7 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS

LIQUIDITY AND CAPITAL RESOURCES

The Company administers investment programs (the "Programs") which coordinate
the acquisition of mutual fund shares and insurance over a period of ten years.
Under the Programs, Participants purchase life and health insurance from
affiliated 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 180%. 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 Account Indebtedness, the Company will terminate the Programs and
liquidate shares sufficient to repay the indebtedness.

Effective March 31, 1998, the Company discontinued the sale of Programs. The
Company, however, will continue to make premium loans to current Participants
and administer all Programs until their stated maturity or termination dates.

On December 31, 1997, the Company entered into a Receivables Purchase Agreement
(the Agreement) with Preferred Receivables Funding Corporation (PREFCO), a
wholly-owned subsidiary of First National Bank of Chicago (the Bank).

The Agreement provides for the initial and periodic purchase of the Company's
collateral loans receivable by PREFCO or other investors (for which the Bank
serves as agent). On June 26, 2000, the Agreement was amended to extend the
termination date to July 26, 2000. On July 26, 2000 the Agreement was amended to
extend the termination date to July 25, 2001 and to decrease PREFCOs commitment
from $55,000,000 to $50,000,000. The Company anticipates the termination date
will be extended under the provisions of the Agreement. PREFCO finances
purchases of the Company's collateral loans receivables through the issuance of
commercial paper.

As of December 31, 2000, the Company had sold aggregate loans of $50,942,576 and
has retained a subordinated interest and servicing rights in the assets
transferred aggregating $6,500,825. The cash flows related to the repayment of
loans is first used to satisfy all principal and variable interest rate
obligations due to PREFCO, investors or the Bank. The retained interest
represents the fair value of the Company's future cash flows and obligations
that it will receive after all investor obligations are met. The fair value of
the Company's retained interest and servicing rights was $5,509,426, $4,301,000,
and $2,789,198 at December 31, 1999, 1998 and 1997 respectively.

The Company is responsible for servicing, managing and collecting all
receivables and loan repayments, monitoring the underlying collateral and
reporting all activity to the Bank for which it receives an annual service fee
(collected monthly in arrears) calculated as 2% of outstanding receivables. The
Company received $954,745, $1,004,364 and $1,028,796 in service fees during
2000, 1999 and 1998.

As servicing agent for the loans sold, the Company collected loan prepayments of
$9,716,659 during 2000 and $11,182,062 in 1999, which were paid to PREFCO (one
month in arrears) to satisfy principal and variable interest obligation due. The
Company originated new loans of $6,802,549 during 2000, and $8,506,006 in 1999,
which were sold to PREFCO.

The Agreement includes a Performance Guarantee by Jefferson-Pilot Corporation
that the Company will service the receivables sold and administer all aspects of
the Programs in accordance with the terms and conditions of the Agreement. The
Performance Guarantee contains restrictions on the debt of the Guarantor and the
collateral value monitored by the Company.


                                    6 of 33
<PAGE>

Proceeds from the original sale of the receivables were used by the Company to
extinguish its outstanding debt under its Revolving Credit Agreement with
SunTrust Bank of Atlanta, Georgia. Following the repayment of all principal and
interest, on December 31, 1997 the Company's Revolving Credit Agreement with
SunTrust was terminated.

From October 23, 1996 through December 30, 1997 the Company's funds for
financing the Programs were obtained through this Revolving Credit Agreement
with SunTrust Bank of Atlanta, Georgia ("SunTrust"). The Company entered into
this Revolving Credit Agreement on October 23, 1996 which provided for advances
up to $60,000,000. The Revolving Credit Agreement with SunTrust replaced the
Company's loan agreements with its affiliates. At December 31, 1997 the Company
had no loans outstanding to affiliates.

During 1998, the Company entered into an intercompany loan agreement with
Jefferson-Pilot Corporation whereby it may borrow funds for working capital
needs at short-term interest rates. At December 31, 2000 the company had
borrowed $438,261 compared to $1,200,000 at December 31, 1999.

The continuance of the Program is dependent upon the Company's ability to
arrange for the sale of collateral notes receivable or provide for the financing
of insurance premiums for Participants. Prior to the Company's Agreement with
PREFCO, such financing was provided by its Revolving Credit Agreement with
SunTrust and affiliated loan agreements. The Company expects that it will be
able to continue to sell its collateral notes receivables or arrange for other
financing for the foreseeable future.

If the Company is unable to sell its collateral notes receivable or borrow funds
in the future for the purpose of financing loans to Participants for the payment
of insurance premiums, the Programs may be subject to termination.

If the Company subsequently defaults on its Agreement with PREFCO for which the
Participant's mutual fund shares have been pledged as security, the mutual fund
shares may be redeemed by PREFCO (or its agent) and the Programs will be
terminated on their renewal dates.

The Company's liabilities include amounts due to affiliates for expense
reimbursements to JP Life and other working capital needs.

JP Life, a wholly-owned subsidiary of Jefferson-Pilot Corporation, provides
employee services and office facilities to the Company and its affiliates under
a Service Agreement. The Company pays JP Life 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 2000, 1999, and 1999 was provided by servicing fees from
collateral loans sold, loans from Jefferson-Pilot Corporation and interest
earned on investments.

Effective January 1, 1999, the Company changed certain of its assumptions
supporting the valuation of its interests retained from loan sales. The Company
has increased its estimate of early terminations from 15% to 26% to better
reflect the Company's actual experience. In addition, the Company has reduced
the discount rate used to value its retained interests from 17% to 15%, which
Management believes better reflects the risks associated with the securitized
assets.

RESULTS OF OPERATIONS

The Company concluded the year ended December 31, 2000 with net income of
$714,883 as compared to net income of $723,044 in 1999 and $780,583 in 1998.

Total revenues through December 31, 2000 were $1,331,426 versus $1,350,657 in
1999 and $1,335,073 in 1998. The Company's revenues are derived from program
fees, income on its retained interest in the loans sold to investors, and
realized gains. Although the Company's retained interest and income on its
retained interest has grown over the last three years, this increase has been
offset by a decline in realized gains in connection with the sale of loans.
Gains (or losses) for each sale of receivables are determined by allocated the
carrying value of the receivables sold between the portion sold and the interest
retained based on their relative fair value. The Company


                                    7 of 33
<PAGE>

estimates the fair value of its retained interest based on the present value of
future cash flows expected from the sold receivables.

Interest expense was $72,146, $58,159 and $19,969 for the years ended December
31, 2000, 1999 and 1998, respectively. The average interest rates of 6.26%,
5.11% and 5.47% were paid on average outstanding loans due to affiliates of
$1,070,817, $1,200,000, $500,000 in 2000, 1999 and 1998, respectively.

The Company receives fee income for continuing to service sold receivables. The
Company capitalizes the present value of expected servicing fee income in excess
of the related cost of servicing over the estimated life of the sold
receivables.

Program fees include placement, administrative and termination fees as well as
charges for special services. Program fees continue to decline as programs
terminate and mature. For the years ended December 31, 2000, 1999 and 1998 the
number of Programs administered by the Company were 3,199, 3,952 and 4,819,
respectively.

In the future, the Company may realize a gain or loss on the securitization of
future collateral notes receivable which may impact future earnings.

ITEM 8 - FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

The financial statements included herein are listed in the following index.

                          INDEX TO FINANCIAL STATEMENTS

<TABLE>
<CAPTION>
                                                                                        PAGE REFERENCES
                                                                                        ---------------
<S>                                                                                     <C>
Statements of Financial Condition - December 31, 2000 and 1999                                 10
Statements of Income - Years ended December 31, 2000, 1999, and 1998                           11
Statements of Stockholder's Equity - Years ended December 31, 2000, 1999, and 1998             12
Statements of Cash Flows - Years ended December 31, 2000, 1999, and 1998                       13
Notes to Financial Statements                                                                  14
</TABLE>

All schedules have been omitted since the required information is not present or
is not present in amounts sufficient to require submission of the schedule, or
because the information required is included in the financial statements, and
the notes thereto.


                                    8 of 33
<PAGE>

                         REPORT OF INDEPENDENT AUDITORS


The Board of Directors
Hampshire Funding, Inc.


We have audited the accompanying statements of financial condition of Hampshire
Funding, Inc. as of December 31, 2000 and 1999, and the related statements of
income, stockholder's equity, and cash flows for each of the three years in the
period ended December 31, 2000. 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 auditing standards generally accepted
in the United States. 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 financial statements referred to above present fairly, in
all material respects, the financial position of Hampshire Funding, Inc. at
December 31, 2000 and 1999, and the results of its operations and its cash flows
for each of the three years in the period ended December 31, 2000, in conformity
with accounting principles generally accepted in the United States.



                                               Ernst & Young LLP


Boston, Massachusetts
March 16, 2001


                                    9 of 33
<PAGE>

                             HAMPSHIRE FUNDING, INC.

                        STATEMENTS OF FINANCIAL CONDITION


<TABLE>
<CAPTION>
                                                                                   DECEMBER 31
                                                                              2000             1999
                                                                        -----------------------------------
<S>                                                                     <C>                <C>
ASSETS
Cash and cash equivalents                                                 $ 1,737,684      $ 1,801,081
Interests retained from loan sales, at fair  value                          6,269,671        5,231,410
Servicing asset (fair value of $434,827 and $278,016 at December 31,
   2000 and 1999, respectively)                                               231,154          278,016
Other                                                                         146,776          210,371
                                                                        -----------------------------------

Total assets                                                              $ 8,385,285      $ 7,520,878
                                                                        ===================================

LIABILITIES AND STOCKHOLDER'S EQUITY
Liabilities:
   Due to affiliates                                                        1,809,680        1,531,050
   Due to parent                                                              438,261        1,200,000
   Accrued expenses and other liabilities                                     960,385          518,503
                                                                        -----------------------------------
     Total liabilities                                                      3,208,326        3,249,553
                                                                        -----------------------------------

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                                                 789,811          789,811
   Retained earnings                                                        4,405,257        3,690,374
   Accumulated other comprehensive loss                                       (68,109)        (258,860)
                                                                        -----------------------------------
Total stockholder's equity                                                  5,176,959        4,271,325
                                                                        -----------------------------------

Total liabilities and stockholder's equity                                $ 8,385,285      $ 7,520,878
                                                                        ===================================
</TABLE>


SEE ACCOMPANYING NOTES.


                                    10 of 33
<PAGE>

                             HAMPSHIRE FUNDING, INC.

                              STATEMENTS OF INCOME

<TABLE>
<CAPTION>
                                                       YEAR ENDED DECEMBER 31
                                              2000              1999             1998
                                        -----------------------------------------------------
<S>                                     <C>                 <C>              <C>
Revenues:
   Loan sales and servicing               $    688,573      $    692,208     $    581,545
   Interest                                    387,455           331,077          339,802
   Program participant fees                    255,398           327,372          413,726
                                        -----------------------------------------------------
                                             1,331,426         1,350,657        1,335,073

Operating expenses:
   Interest on affiliate borrowings             72,146            58,159           19,969
                                        -----------------------------------------------------

Income before income taxes                   1,259,280         1,292,498        1,315,104

Income tax expense                             544,397           569,454          534,521
                                        -----------------------------------------------------

Net income                                $    714,883      $    723,044     $    780,583
                                        =====================================================
</TABLE>


SEE ACCOMPANYING NOTES.


                                    11 of 33
<PAGE>

                             HAMPSHIRE FUNDING, INC.

                       STATEMENTS OF STOCKHOLDER'S EQUITY

<TABLE>
<CAPTION>
                                                                                               ACCUMULATED
                                                        ADDITIONAL                                OTHER
                                       COMMON            PAID-IN            RETAINED          COMPREHENSIVE
                                       STOCK             CAPITAL            EARNINGS              LOSS                TOTAL
                                  -----------------  -----------------  -----------------  --------------------  -----------------
<S>                               <C>                <C>                <C>                <C>                   <C>
Balance at December 31, 1997        $    50,000        $   789,811        $ 2,186,747        $         -           $ 3,026,558

   Net income                                                                 780,583                                  780,583
   Unrealized loss on securities
   available for sale, net of
   tax of $291,841                                                                              (426,185)             (426,185)
                                                                                                                 -----------------
   Comprehensive income                                                                                                354,398
                                  -----------------  -----------------  -----------------  --------------------  -----------------

Balance at December 31, 1998             50,000            789,811          2,967,330           (426,185)            3,380,956

   Net income                                                                 723,044                                  723,044
   Change in unrealized loss on
   securities available for
   sale, net of tax of ($131,791)                                                                167,325               167,325
                                                                                                                 -----------------
   Comprehensive income                                                                                                890,369
                                  -----------------  -----------------  -----------------  --------------------  -----------------

Balance at December 31, 1999             50,000            789,811          3,690,374           (258,860)            4,271,325

   Net income                                                                 714,883                                  714,883
   Change in unrealized loss on
   securities available for
   sale, net of tax of ($102,712)                                                                 190,751              190,751
                                                                                                                 -----------------
   Comprehensive income                                                                                                905,634
                                  -----------------  -----------------  -----------------  --------------------  -----------------
Balance at December 31, 2000        $    50,000        $   789,811        $ 4,405,257        $   (68,109)          $ 5,176,959
                                  =================  =================  =================  ====================  =================
</TABLE>


SEE ACCOMPANYING NOTES


                                    12 of 33
<PAGE>

                             HAMPSHIRE FUNDING, INC.

                            STATEMENTS OF CASH FLOWS

<TABLE>
<CAPTION>
                                                                           YEAR ENDED DECEMBER 31
                                                                2000                1999                1998
                                                         ------------------------------------------------------------
<S>                                                      <C>                   <C>                 <C>
OPERATING ACTIVITIES
Net income                                                 $      714,883      $      723,044      $      780,583
Adjustments to reconcile net income to net
   cash provided by operating activities:
     Amortization of deferred charge                               58,407              58,405              66,175
     Amortization of servicing asset                               46,862             100,517             101,075
     Deferred tax benefit                                         (44,335)
     Gain on sales of loans                                       (56,325)           (125,485)           (339,086)
     Net change in other assets and liabilities                    98,725              11,822              55,257
     Change in due to affiliates                                  220,253             173,683            (378,371)
                                                         ------------------------------------------------------------
Net cash provided by operating activities                       1,038,470             941,986             285,633


FINANCING ACTIVITIES
Proceeds from sale of collateral notes receivable               6,462,421           8,080,726           9,484,651
Loans originated                                               (6,802,549)         (8,506,006)         (9,983,843)
(Repayment of) proceeds from affiliated loan agreements
                                                                 (761,739)                              1,200,000
                                                         ------------------------------------------------------------
Net cash (used in) provided by financing activities            (1,101,867)           (425,280)            700,808
                                                         ------------------------------------------------------------

(Decrease) increase in cash and cash equivalents                  (63,397)            516,706             986,441

Cash and cash equivalents at beginning of year                  1,801,081           1,284,375             297,934
                                                         ------------------------------------------------------------

Cash and cash equivalents at end of year                   $    1,737,684      $    1,801,081      $    1,284,375
                                                         ============================================================


SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION
   Cash paid during the year for:
       Interest                                            $       72,146      $       58,159      $       19,969
       Income taxes                                               516,312             613,598             675,056
</TABLE>


SEE ACCOMPANYING NOTES.


                                    13 of 33
<PAGE>

                             HAMPSHIRE FUNDING, INC.

                          NOTES TO FINANCIAL STATEMENTS

                                DECEMBER 31, 2000


1.  ACCOUNTING POLICIES

ORGANIZATION

Hampshire Funding, Inc. (the Company), a wholly-owned subsidiary of
Jefferson-Pilot Corporation, administers programs that coordinate the
acquisition of mutual fund shares and insurance (Programs). Under the Programs,
insurance premiums are paid by Participants through a series of loans from the
Company and secured by Participant's ownership of mutual fund shares. The
objective of a Program is the utilization of the appreciation, if any, in the
value of the mutual fund shares and the reinvestment of dividends or capital
gain distributions thereon to aid in offsetting the principal and accumulated
interest on the loans. All Programs are ten years in length and no payments are
due until Programs are terminated or mature.

Effective March 31, 1998 the Company discontinued the sale of these Programs.
The Company continues, however, to extend premium loans to current Participants
and administer Programs until their stated maturity or termination date.

Affiliates of the Company include Jefferson Pilot Financial Insurance Company
(Jefferson Pilot Financial) and Jefferson Pilot Life America Insurance Company.
Other affiliates of the Company include Jefferson Pilot Investment Advisory
Corporation, and Jefferson Pilot Securities Corporation, are also 100% owned by
Jefferson-Pilot Corporation.

The Company administers Programs whereby Participants obtain life insurance
coverage solely from Jefferson Pilot Financial and Jefferson Pilot LifeAmerica.
Under the Programs, insurance premiums are paid by Participants through a series
of loans from the Company. Loans to Participants are secured by Participant's
ownership in mutual fund shares. Loans to Participants were partially funded
with proceeds from loan agreements with affiliates during 1996.

The fair value of a Participant's pledged mutual fund shares must exceed 150% of
the total loan balance plus accrued interest (Participant's Total Account
Indebtedness). If the value of the shares pledged declines below 130% of the
Participant's Total Account Indebtedness, the Company will terminate the Program
and liquidate shares sufficient to repay the Indebtedness.

USE OF ESTIMATES

The preparation of the financial statements in conformity with generally
accepted accounting principles requires the Company'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.

PROGRAM LOAN SALES

When the Company sells program loans, it retains interest-only strips, servicing
rights and 5% of each loan sold, all of which are retained interests in the
securitized receivables. Gain or loss on sale of the receivables depends in part
on the previous carrying amount of the financial assets involved in the
transfer, allocated between the assets sold and the retained interests based on
their relative fair value at the date of transfer. However, quotes are generally
not available for


                                    14 of 33
<PAGE>

1.  ACCOUNTING POLICIES (CONTINUED)

retained interest, so the Company generally estimates fair value based on the
present value of future expected cash flows estimated using management's best
estimates of the key assumptions - termination and discount rates commensurate
with the risks involved.

SERVICING ASSET

The Company receives fee income for continuing to service sold receivables equal
to 2% of outstanding receivables. The Company capitalizes the present value of
expected servicing fee income in excess of the related cost of servicing over
the estimated life of the sold receivables (net servicing income). To the extent
that net servicing income varies from management's estimates, the servicing
asset may amortize faster or slower than anticipated. The Company assesses the
carrying value of its servicing asset annually using anticipated future cash
flows associated with the asset. The asset will be written-down to the extent
that estimated fair value is less than carrying value at the balance sheet date.
No adjustment is recorded for fair values which exceed carrying values at the
balance sheet date.

Subsequent to initial recognition, capitalized servicing rights are carried at
the lower of amortized initial fair value or current fair value, as the Company
is required to assess the carrying value only for impairment or additional
obligation.

No adjustment for impairment or additional obligation with respect to
capitalized servicing rights has been recorded by the Company.

RECOGNITION OF REVENUES

Interest on assets retained from loan sales and administrative fees charged to
Participants for establishing and maintaining Programs are recognized as revenue
when earned.

CASH AND CASH EQUIVALENTS

Cash and cash equivalents include cash on deposit at financial institutions and
short-term corporate notes carried at cost, which approximates market value.

RECLASSIFICATIONS

Certain amounts in the financial statements for prior years have been
reclassified to conform with the current year's presentation.

IMPACT OF RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS

In June 1998, the Financial Accounting Standards Board (FASB) issued
Statement No. 133, ACCOUNTING FOR DERIVATIVE INSTRUMENTS AND HEDGING
ACTIVITIES, as amended, which is required to be adopted in years beginning
after June 15, 2000. Because of the Company's minimal use of derivatives, the
adoption of the new Statement will not have a significant effect on earnings
or the financial position of the Company.

In September 2000, the FASB issued Statement No. 140, ACCOUNTING FOR TRANSFERS
AND SERVICING OF FINANCIAL ASSETS AND EXTINGUISHMENTS OF LIABILITIES, that
replace, in its entirety, FASB Statement No. 125. Although Statement 140 has
changed many of the rules regarding securitizations, it continues to require an
entity to recognize the financial and servicing assets it controls and the
liabilities it has incurred and to derecognize financial assets when control has
been surrendered in accordance with the criteria provided in the Statement. As
required the Company will apply the new rules prospectively to transactions
beginning in the second quarter of 2001. Based on current circumstances, the
Company believes the application of the new rules will not have a material
impact on its financial statements.


                                    15 of 33
<PAGE>

2.  SALE OF COLLATERAL NOTES RECEIVABLE PORTFOLIO

On December 31, 1997, the Company entered into a Receivables Purchase Agreement
(the Agreement) with Preferred Receivables Funding Corporation (PREFCO), wholly
owned subsidiary of First National Bank of Chicago (the Bank).

The Agreement provides for the initial and periodic purchase of the Company's
collateral loans receivable by PREFCO or other investors (for which the Bank
serves as agent). On June 26, 2000, the Agreement was amended to extend the
termination date to July 26, 2000. On July 26, 2000, the Agreement was amended
to extend the termination date to July 25, 2001 and decrease PREFCOs commitment
from $55,000,000 to $50,000,000. The Company anticipates the termination date
will be extended under the provisions of the Agreement. PREFCO finances
purchases of the Company's collateral loans receivables through the issuance of
commercial paper.

During 2000, the Company sold program loans in securitization transactions, and
in each case the Company retained servicing responsibilities and subordinated
interests. The Company receives annual servicing fees of 2 percent of the
outstanding balance and rights to future cash flows arising after the purchaser
of the loans has received the return for which they contracted. The investor in
the loans has no recourse to the Company's other assets for failure of debtors
to pay when due. The Company's retained interests are subordinate to the
investor's interests. Their value is subject to credit and prepayment risks on
the transferred financial assets, although the loans are fully secured by shares
in mutual funds. During 2000, the Company used termination and discount rates of
26% and 15% respectively, to measure the retained interests on the dates the
loans were sold.

At December 31, 2000, key economic assumptions and the sensitivity of the
current fair value of residual cash flows to immediate adverse changes in those
assumptions are as follows:

<TABLE>
<S>                                                           <C>
Carrying Amount/fair value of retained interests              $  6,269,671
Weighted-average life                                            3.5 years

TERMINATION RATE ASSUMPTION (ANNUAL)                                   26%
    Rate increases to 30%                                     $     79,391
    Rate increases to 35%                                     $    173,545

RESIDUAL CASH FLOWS DISCOUNT RATE (ANNUAL)                             15%
    Rate increases to 17%                                     $   (512,282)
    Rate increases to 19%                                     $   (979,387)
</TABLE>

These sensitivities are hypothetical and should be used with caution. As the
figures indicate, changes in fair value based upon the varying of assumptions
generally cannot be extrapolated because the relationship of the change in
assumption to the change in fair value may not be linear. Also, in this table,
the effect of a variation in a particular assumption on the fair value of the
retained interest is calculated without changing any other assumption, in
reality, changes in one factor may result in changes in another (for example,
increases in market interest rates may result in lower prepayments), which might
magnify or counteract the sensitivities.

At December 31, 2000, the outstanding balance of loans sold by the Company under
the Agreement was $50,942,576 compared to $54,360,208 in 1999. The Company
received gross servicing income of $954,745, $1,004,364 and $1,028,796 for the
years ended December 31, 2000, 1999 and 1998, respectively.


                                    16 of 33
<PAGE>

3.  INTEREST RETAINED FROM RECEIVABLE SALES, NET

The amortized cost and gross unrealized gains and losses and estimated fair
value of retained interests in loan sales at December 31, 2000 and 1999 are
shown below. Expected maturities may differ from contractual maturities as the
Programs underlying the securities may be terminated prior to contractual
maturity.

<TABLE>
<CAPTION>
                                                                       DECEMBER 31, 2000
                                       -----------------------------------------------------------------------------------
                                                                 UNREALIZED             UNREALIZED             FAIR
                                               COST                 GAINS                 LOSSES               VALUE
                                       -------------------- --------------------- -------------------- --------------------
<S>                                    <C>                  <C>                   <C>                  <C>
Residual principal certificates due
   five years through ten years             $ 1,681,294      $          758            $                    $ 1,682,052

Interest-only strip receivables due
   five years through ten years               4,693,160                                   (105,541)           4,587,619
                                       -------------------- --------------------- -------------------- --------------------
                                            $ 6,374,454      $          758            $  (105,541)         $ 6,269,671
                                       ==================== ===================== ==================== ====================
</TABLE>

<TABLE>
<CAPTION>
                                                                       DECEMBER 31, 1999
                                       -----------------------------------------------------------------------------------
                                                                 UNREALIZED            UNREALIZED                FAIR
                                               COST                 GAINS                LOSSES                  VALUE
                                       -------------------- --------------------- -------------------- --------------------
<S>                                    <C>                  <C>                   <C>                  <C>
Residual principal certificates due
   five years through ten years             $ 1,901,986          $                     $   (15,453)         $ 1,886,533

Interest-only strip receivables due
   five years through ten years               3,030,307              314,570                                  3,344,877
                                       -------------------- --------------------- -------------------- --------------------
                                            $ 4,932,293          $   314,570           $   (15,453)         $ 5,231,410
                                       ==================== ===================== ==================== ====================
</TABLE>

Residual principal represents a 5% undivided interest in the receivables and
capitalized interest sold by the Company at the time of each sale. As the sold
principal is fully amortized prior to amortization of the retained principal,
the Company's undivided interest may not represent 5% of the total outstanding
receivables subsequent to the date of each sale.

Interest-only strip receivables represent the Company's right to interest in
excess of the sum paid to the purchaser of the loans.

All of the interests retained are subordinated to the payment of principal and
permitted interest to the bank-sponsored commercial paper conduit, and are
initially recorded at their respective fair values. As permitted by the
provisions of Statement of Financial Accounting Standards No. 115, ACCOUNTING
FOR CERTAIN INVESTMENTS IN DEBT AND EQUITY SECURITIES, the Company classifies
interests retained as available-for-sale securities. As a result, unrealized
gain and unrealized losses not deemed to be other-than-temporary are included in
comprehensive income as a separate component of stockholder's equity.


                                    17 of 33
<PAGE>

4.  INCOME TAXES

The operations of the Company are included in the consolidated federal income
tax return of Jefferson-Pilot Corporation. Federal income tax is allocated by
Jefferson-Pilot Corporation as if the Company 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.

Significant components of income tax expense for the years ended December 31,
were as follows:

<TABLE>
<CAPTION>
                                      2000                1999                1998
                                      ----                ----                ----
<S>                            <C>                  <C>                  <C>
  Current:
      Federal                    $     443,444      $      389,331       $     421,421
      State                            145,288             180,123             113,100
                               -----------------------------------------------------------
           Total current               588,732             569,454             534,521

  Deferred:
      Federal                          (36,577)                  0                   0
      State                             (7,758)                  0                   0
                               -----------------------------------------------------------
           Total deferred              (44,335)                  0                   0

                                 $     544,397      $      569,454       $     534,521
                               ===========================================================
</TABLE>

Deferred tax assets are comprised of the following at December 31:

<TABLE>
<CAPTION>
                                                             2000                1999
                                                             ----                ----
<S>                                                     <C>                <C>
  Impact of loan sales                                  $      141,528     $      97,193
  Unrealized loss on securities available for sale              36,674           160,050
                                                      -------------------------------------
                                                        $      178,202     $     257,243
                                                      =====================================
</TABLE>

Federal income taxes have been provided at the statutory rate of 35%, less the
benefit for the deduction of state income taxes.

The deferred assets are included in due to affiliates in the statement of
financial condition.

5.  TRANSACTIONS WITH AFFILIATES

In 1998, the Company entered into an intercompany loan agreement with
Jefferson-Pilot Corporation whereby the Company may borrow funds for working
capital needs at short-term interest rates. At December 31, 2000, the Company
had borrowed $438,261 which is included in amount due to parent.

The Programs, and most mutual fund shares offered in conjunction with the
Programs, are sold through Jefferson Pilot Securities, a registered
broker-dealer.


                                    18 of 33
<PAGE>

5.  TRANSACTIONS WITH AFFILIATES (CONTINUED)

Substantially all general and administrative expenses are allocated to the
Company by JP Life in accordance with mutually agreed upon cost allocation
methods that the Company and JP Life believe reflect a proportional allocation
of common expenses and which are commensurate for the performance of the
applicable duties. The Company paid allocated expenses of $396,113, $621,403 and
$692,068 for the years ended December 31, 2000, 1999 and 1998, respectively.
These expenses are included in the calculation of the expected cash flows for
purposes of determining income related to programs sales, therefore are not
shown as expenses in the statements of income.

ITEM 9 - CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE

Not Applicable

                                    PART III

ITEM 10 - 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, 2000.

<TABLE>
<CAPTION>
         NAME(1)                        AGE           POSITION(2)
         ----                           ---           --------
<S>                                     <C>           <C>
         Ronald R. Angarella             42           President, Chairman and Director
         Dennis R. Glass                 51           Director
         John C. Ingram                  56           Director
         John A. Weston                  41           Treasurer
         Russell C. Simpson              45           Vice President and Chief Financial Officer
         Charles C. Cornelio             41           Vice President
         Carol R. Hardiman               46           Vice President, Administration
         Shari J. Lease                  46           Secretary
         Robert A. Reed                  58           Vice President and Assistant Secretary
</TABLE>

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

Dennis R. Glass was elected Director of the Company in May 1997. Since October
1993 Mr. Glass has served as Executive Vice President, Chief Financial Officer
and Treasurer of Jefferson-Pilot Corporation. From 1991 to October 1993, he was
associated with Protective Life Corporation, having last served as Executive
Vice President and CFO of the Company. From 1983 to 1991 he was associated with
the Portman Companies, having served as Executive Vice President and CFO.

John C. Ingram was elected Director of the Company in May 1999. In 1972, John
joined Jefferson Standard Life's Mortgage loan field as a district supervisor
and assistant regional supervisor based in Washington, DC. In 1974, he returned
to the home office Mortgage Loan Department as assistant vice president and
regional supervisor. In 1982 John transferred to the Securities Department as
second vice president, was named vice president in 1987, and then senior vice
president and manager of the Securities Department in 1988.


                                    19 of 33
<PAGE>

John A. Weston was elected Treasurer of the Company and the Broker-Dealer in
August 1988. His principal occupation since April of 1995 has been as Assistant
Vice President of Jefferson Pilot Financial until his election as Vice President
of Jefferson Pilot Financial in February 1999. He was elected Treasurer of
Jefferson Pilot Variable Fund, Inc. in April 1992, and Treasurer of Jefferson
Pilot Investment Advisory Corporation in May 1992. From July 1989 to April 1995
Mr. Weston was Mutual Fund Accounting Officer for Jefferson Pilot Financial.

Russell C. Simpson was elected Chief Financial Officer of the Company in
December 1997. Mr. Simpson serves as Vice President and Treasurer of Jefferson
Pilot Financial. He has served as Vice President since September 1990 and was
elected Treasurer in December 1994. From April 1988 to September 1990 Mr.
Simpson served as Assistant Vice President of Tax and Financial Reporting for
Jefferson Pilot Financial.

Charles C. Cornelio was elected Vice President of the Company in May 1997. From
May 1993 to May 1997 he was Vice President, General Counsel and Secretary. Mr.
Cornelio's principal occupation since May 1997 has been Executive Vice President
of Jefferson Pilot Financial and Senior Vice President of Jefferson-Pilot
Corporation. From September 1996 to May 1997 he was Executive Vice President and
Chief Administrative Officer. From December 1994

to September 1996 he served as Senior Vice President and Chief Administrator for
Jefferson Pilot Financial. From March 1992 to December 1994 he served as Vice
President, Counsel and Assistant Secretary for Jefferson Pilot Financial. He
also serves as Executive Vice President - Operations of Jefferson Pilot
LifeAmerica and as Vice President, General Counsel to Jefferson Pilot Variable
Fund, 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 Secretary of the Company and Assistant Secretary of
the Broker-Dealer in December 1994. Her principal occupation since February 1998
has been as Vice President and Counsel of Jefferson Pilot Financial. Ms. Lease
served as Assistant Vice President and Counsel of Jefferson Pilot Financial from
April 1995 to February 1998. Ms. Lease was elected Secretary of Jefferson Pilot
Variable Fund, Inc. in April 1992. She served as Associate Counsel of Jefferson
Pilot Financial from April 1994 to April 1995, Assistant Counsel of Jefferson
Pilot Financial from October 1990 to April 1994 and Assistant Secretary of
Jefferson Pilot Variable Fund, Inc. from July 1991 to April 1992.

Robert A Reed was elected Vice President and Assistant Secretary of the Company
in December 1997. Mr. Reed serves as Vice President, Secretary and Assistant
General Counsel of Jefferson-Pilot Corporation and has held similar positions
with its principal life insurance subsidiaries since June 1994. Mr. Reed was
secretary and Assistant General Counsel of Aluminum Company of America for many
years prior thereto.

----------------------------------

(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.


                                    20 of 33
<PAGE>


                             HAMPSHIRE FUNDING, INC.
                                One Granite Place
                          Concord, New Hampshire 03301

                               BOARD OF DIRECTORS
                                December 31, 2000
--------------------------------------------------------------------------------
Ronald R. Angarella
24 Longview Drive
Bow, NH  03304

Dennis R. Glass
Three Lochridge Court
Greensboro, NC 27408

John C. Ingram
3302 Wynnewood Drive
Greensboro, NC 27408


                                    21 of 33
<PAGE>

                             HAMPSHIRE FUNDING, INC.
                                One Granite Place
                          Concord, New Hampshire 03301

                                    OFFICERS
                                December 31, 2000

--------------------------------------------------------------------------------
President                                          Ronald R. Angarella
                                                   24 Longview Drive
                                                   Bow, NH  03304

Vice President, Assistant Secretary                Robert A. Reed
                                                   P. O. Box 21008
                                                   Greensboro, NC  27420

Vice President, Administration                     Carol R. Hardiman
                                                   1 Paradise Road
                                                   Chichester, NH  03234

Vice President                                     Charles C. Cornelio
                                                   1802 Regents Park Lane
                                                   Greensboro, NC 27455

Vice President and Chief Financial Officer         Russell C. Simpson
                                                   6002 Early Trail
                                                   Summerfield, NC 27358

Secretary                                          Shari J. Lease
                                                   37 N. Curtisville Road
                                                   Concord, NH  03301

Treasurer                                          John A. Weston
                                                   15 Merrimack Street
                                                   Concord, NH  03301

Vice President, Marketing                          David K. Booth
                                                   303 Main Street
                                                   Hopkinton, NH  03229

Assistant Treasurer                                Donna M. Wilbur
                                                   21 Dwinell Drive
                                                   Concord, NH 03301

Investment Operations Officer                      Michael F. Murray
                                                   6 Morgan Drive
                                                   Bow, NH 03304


                                    22 of 33
<PAGE>

ITEM 11 - EXECUTIVE COMPENSATION

(a)      GENERAL

         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.

ITEM 12 - SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

(a)      SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS

         The table below sets forth ownership of the Company's issued and
         outstanding common stock as of March 30, 2001.
<TABLE>
<CAPTION>
         Title of          Name and Address                     Amount and Nature of                Percent of
          Class           of Beneficial Owner                   Beneficial Ownership                   Class
         -------          -------------------                   ---------------------               -----------
<S>                       <C>                                  <C>                                  <C>
         Common           Jefferson-Pilot Corporation          50,000 shares of record                  100
                          100 N. Greene Street
                          Greensboro, NC  27401
</TABLE>

(b)      SECURITY OWNERSHIP OF MANAGEMENT
         None.

ITEM 13 - CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

(a)      TRANSACTIONS WITH MANAGEMENT AND OTHERS

         The Company, has an agreement with the JP Life whereby the JP Life
         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 JP Life 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.


         The Company has an intercompany loan agreement with Jefferson-Pilot
         Corporation, whereby it may borrow money at short-term interest rates.
         At December 31, 2000 the Company has $438,261 of loans outstanding.

         On December 30, 1997, the Company sold its investment in its
         wholly-owned subsidiary, Hampshire Syndications, Inc. to
         Jefferson-Pilot Investments, Inc.

(b)      CERTAIN BUSINESS RELATIONSHIPS

         See Item 10, Directors and Executive Officers of the Registrant.


                                    23 of 33
<PAGE>

                                     Part IV

ITEM 14 - EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K

(a)      This portion of item 14 appears on page 8 of this report.

(b)      No Form 8-K was filed in the fourth quarter of 2000.

(c)      Exhibits

         (i)      Pursuant to Rule 12b-23 and General Instruction G, the
                  following exhibits required to be filed with this Report
                  pursuant to the Instructions for Item 14 above are
                  incorporated by reference from the reference source cited in
                  the table below.

         Reg S-K
         Item 601

<TABLE>
<CAPTION>
         Exhibit
         Table No.                 Document                             Reference Source
         ---------                 --------                             ----------------
<S>                         <C>                                         <C>
            (1)             Distribution Agreement                      Form 10-K, filed
                            between the Company and                     March 15, 1990, for the
                            Chubb Securities Corporation                year ended December 31,
                            dated March 1, 1990                         1989, pp. 23-24

            (3)        (i)  Articles of Incorporation                   Form 10-K, filed
                            of Company                                  March 15, 1990, for the
                                                                        year ended December 31,
                                                                        1989, pp. 25-27

                      (ii)  By-Laws of Company                          Form 10-K, filed
                                                                        March 15, 1990, for the
                                                                        year ended December 31,
                                                                        1989, pp. 28-46
</TABLE>

<TABLE>
<CAPTION>
         Exhibit
         Table No.                 Document                             Reference Source
         ---------                 --------                             ----------------
<S>                         <C>                                         <C>

            (22)          Subsidiaries of the Registrant                Form 10-K, filed
                                                                        March 15, 1990, for the year ended
                                                                        December 31, 1989, pp. 66

            (4)        (i)  Agency Agreement and                        Form 10-K, filed
                            Limited Power of Attorney                   March 19, 1997, for the year ended
                                                                        December 31, 1996, pp. 24-26

                      (ii)  Change in Participant in                    Form 10-K, filed
                            Program                                     March 19, 1997, for the year ended
                                                                        December 31, 1996, pp. 27-28


                     (iii)  Disclosure Statement                        Form 10-K, filed
                                                                        March 19, 1997, for the year
                                                                        ended December 31, 1996, p. 29

            (10)       (a)  Revolving Credit Agreement                  Form 10-K, filed
                            between the Company and                     March 19, 1997, for the year
                            SunTrust Bank, dated                        ended December 31, 1996, pp.
                            October 23, 1996                            30-44


                                    24 of 33
<PAGE>


                       (b)  Revolving Credit Note                       Form 10-K, filed
                            between the Company and                     March 19, 1997, for the year
                            SunTrust Bank dated                         ended December 31, 1996, pp.
                            October 23, 1996                            45-46

                       (c)  Guaranty between Chubb Life                 Form 10-K, filed
                            and SunTrust Bank dated                     March 19, 1997, for the year
                            October 23, 1996                            ended December 31, 1996, pp.
                                                                        47-53

                       (d)  Receivables Purchase Agreement              Form 10-K, filed
                            among the Company, Investors,               March 30, 1998, for the year
                            Preferred Receivables Funding               ended December 31, 1997, pp
                            Corporation and First National              27-75
                            Bank of Chicago dated
                            December 31, 1997

                       (e)  Performance Guarantee by                    Form 10-K, filed
                            Jefferson-Pilot Corporation                 March 30, 1998, for the year
                                                                        ended December 31, 1997, pp

                       (f)  Amendment No. 1 to the Receivables          Form 10-K, filed
                            Receivables Purchase Agreement              March 30, 1999, for the year
                            among the Company, Investors,               ended December 31, 1998
                            Preferred Receivables Funding
                            Corporation and First National Bank
                            of Chicago dated June 29, 1998


                       (g)  Amendment No. 2 to the Receivables          Form 10-K, filed
                            Receivables Purchase Agreement              March 30, 2000, for the year
                            among the Company, Investors,               ended December 31, 1999
                            Preferred Receivables Funding
                            Corporation and First National Bank
                            of Chicago dated June 29, 1999



            (ii)     Filed by enclosure.

         Reg S-K
         Item 601

            (10)       (a)  Amendment No. 3  to the Receivables         pp. 28-30
                            Receivables Purchase Agreement
                            among the Company, Investors, Preferred
                            Receivables Funding Corporation and
                            Bank One, NA dated June 26, 2000

                       (b)  Amendment No. 4 to the Receivables          pp. 31-33
                            Receivables Purchase Agreement
                            among the Company, Investors, Preferred
                            Receivables Funding Corporation and
                            Bank One, NA dated July 26, 2000
</TABLE>


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<PAGE>
         (d) Financial Statement Schedules

         All Schedules have been omitted since the required information is not
         present or is not present in amounts sufficient to require submission
         of the schedule, or because the information required is included in the
         financial statements and the notes thereto.


                                    26 of 33
<PAGE>

                                   SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the registrant has duly caused this report to be signed on its
behalf by the undersigned thereunto duly authorized.

DATE:    March  29, 2001                 HAMPSHIRE FUNDING, INC.


                                         By: /s/  RONALD R. ANGARELLA
                                             ----------------------------

Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed below by the following persons on behalf of the registrant and
in the capacities and on the dates indicated.

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

/s/ RONALD R. ANGARELLA           President and Director          March 29, 2001
----------------------------
    Ronald R. Angarella

/s/ DENNIS R. GLASS               Director                        March 29, 2001
----------------------------
    Dennis R. Glass

/s/ JOHN C. INGRAM                Director                        March 29, 2001
----------------------------
    John C. Ingram

/s/ JOHN A. WESTON                Treasurer                       March 29, 2001
----------------------------
    John A. Weston

/s/ RUSSELL C. SIMPSON            Vice President and              March 29, 2001
----------------------------      Chief Financial Officer
    Russell C. Simpson


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