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, 1999

         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, 2000: 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 28 through 32.
<PAGE>

Item 1 - Description of 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
         three years ended December 31, 1999, 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.

         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.


                                    2 of 33
<PAGE>

         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 sale of
         loans, interest income on securities and Program fees. For the years
         ended December 31, 1999, 1998 and 1997 such revenues were as follows:

<TABLE>
<CAPTION>
                                                        1999                 1998                 1997
                                                        ----                 ----                 ----

<S>                                              <C>                  <C>                  <C>
         Interest income on securities           $      897,800       $     582,261        $      76,139
         Gain on sale of loans                          125,485             339,086                    0
         Interest on loans                                    0                   0            4,776,636
         Program fees                                   327,372             413,726              426,758
</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

         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.


                                    3 of 33
<PAGE>

         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,
1999, 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 1999 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 Statement of Operations
  Data:  Year Ended December 31,        1999         1998         1997          1996         1995
                                        ----         ----         ----          ----         ----

<S>                                  <C>          <C>          <C>          <C>           <C>
  Total Revenue                      $1,350,657   $1,335,073   $5,279,533   $ 4,948,442   $ 4,423,807
                                     ==========   ==========   ==========   ===========   ===========

  Net Income                         $  723,044   $  780,583   $  597,624   $   308,341   $   224,639
                                     ==========   ==========   ==========   ===========   ===========

  Dividends Per Common Share         $       --   $       --   $       --   $        --   $        --
                                     ==========   ==========   ==========   ===========   ===========

Selected Balance Sheet Data:
  December 31,                             1999         1998         1997          1996          1995
                                     ----------   ----------   ----------   -----------   -----------

  Total Assets(1)                    $7,520,878   $5,861,387   $4,978,870   $54,549,392   $47,185,445
                                     ==========   ==========   ==========   ===========   ===========

  Loans Payable(2)                   $        0   $        0   $        0   $50,851,618   $43,899,673
                                     ==========   ==========   ==========   ===========   ===========
</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, 1999 the Company's
    subordinated interest and servicing rights in the assets transferred was
    $5,509,426, compared to $4,301,000 at December 31, 1998 (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 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 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 29, 1999, the Agreement was amended to extend the
termination date to June 27, 2000 and to decrease PREFCOs commitment from
$60,000,000 to $55,000,000. 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, 1999, the Company has sold aggregate loans of $54,360,208 and
has retained a subordinated interest and servicing rights in the assets
transferred aggregating $5,509,426. 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 $4,301,000, and
$2,789,198 at December 31, 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 $1,004,364 in service fees during 1999, and $1,028,796 during
1998.

As servicing agent for the loans sold, the Company collected loan prepayments of
$11,182,062 during 1999 and $13,196,750 in 1998, which were paid to PREFCO (one
month in arrears) to satisfy principal and variable interest obligation due. The
Company originated new loans of $8,506,006 during 1999 and $9,983,843 in 1998,
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.

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.


                                    6 of 33
<PAGE>

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, 1999, and 1998, the Company
had borrowed $1,200,000.

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 1999 and in 1998 was provided by servicing fees from
collateral loans sold, loans from Jefferson-Pilot Corporation and interest
earned on investments. Working capital in 1997 was provided by Participants'
loan repayments, administrative fees for the placement and maintenance of
Programs 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, 1999 with net income of
$723,044 as compared to net income of $780,583 in 1998 and $597,624 in 1997.

Total revenues through December 31, 1999 were $1,350,657 versus $1,335,073 in
1998 and $5,279,533 in 1997. The decline in revenue resulted from the sale of
the Company's collateral loans on December 31, 1997 and throughout 1998 and
1999. The Company no longer earns interest on collateral loans sold to
investors. Beginning in 1998, the Company's revenues are derived from income on
its retained interest in the loans transferred to investors. The average
interest rate charged to each Participant's outstanding loan balance has
remained at 8.95% for the prior three years. Participant's accrued collateral
loan interest is capitalized and therefore, became part of the loans sold to
investors during 1999 and 1998.

Likewise, the Company's operating expenses declined in 1999 and 1998 as compared
to 1997 due to the elimination of collateral loan interest expense. As a result
of the sale of its collateral loans, the Company no longer requires a loan
agreement to finance Participant outstanding loans receivable. Interest expense
for the year ended December 31, 1999


                                    7 of 33
<PAGE>

was $58,159 as compared to $19,969 in 1998 and $3,046,441 in 1997. The Company's
average cost of financing Participants' loans in 1997 was 5.88%.

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. Prior to it Purchase Receivable Agreement, the Company's cost to
service its collateral loans receivable was included in General and
administrative.

Program fees include placement, administrative and termination fees as well as
charges for special services. For the years ended December 31, 1999, 1998 and
1997 the number of Programs administered by the Company were 3,952, 4,819 and
5,545, 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>
Report of Independent Auditors                                                                             9
Statements of Financial Condition at December 31, 1999 and 1998                                           10
Statements of Income for each of the three years in the period                                            11
 ended December 31, 1999
Statements of Changes in Stockholder's Equity for each of the three years                                 12
    in the period ended December 31, 1999
Statements of Cash Flows for the each of the three years in the period                                    13
    ended December 31, 1999
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, 1999 and 1998, and the related statements of
income, changes in stockholder's equity and cash flows for each of the three
years in the period ended December 31, 1999. 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, 1999 and 1998, and the results of its operations, changes in
stockholder's equity and cash flows for each of the three years in the period
ended December 31, 1999, in conformity with accounting principles generally
accepted in the United States.



                                                           /s/ Ernst & Young LLP


Boston, Massachusetts
March 17, 2000


                                    9 of 33
<PAGE>

                             Hampshire Funding, Inc.

                        Statements of Financial Condition


<TABLE>
<CAPTION>
                                                                                 December 31
                                                                             1999            1998
                                                                        ---------------------------------
<S>                                                                       <C>             <C>
Assets
Cash and cash equivalents                                                 $1,801,081      $1,284,375
Accounts receivable from customers                                             5,951          13,187
                                                                        ---------------------------------
Total current assets                                                       1,807,032       1,297,562

Interests retained from loan sales                                         5,509,426       4,301,000
Deferred asset                                                               204,420         262,825
                                                                        ---------------------------------

Total assets                                                              $7,520,878      $5,861,387
                                                                        =================================

Liabilities and stockholder's equity
Liabilities:
   Due to affiliates                                                       1,531,050       1,125,058
   Due to parent                                                           1,200,000       1,200,000
   Accrued expenses and other liabilities                                    518,503         155,373
                                                                        ---------------------------------
     Total liabilities                                                     3,249,553       2,480,431
                                                                        ---------------------------------

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
   Accumulated other comprehensive loss                                     (258,860)       (426,185)
   Retained earnings                                                       3,690,374       2,967,330
                                                                        ---------------------------------
Total stockholder's equity                                                 4,271,325       3,380,956
                                                                        ---------------------------------

Total liabilities and stockholder's equity                                $7,520,878      $5,861,387
                                                                        =================================
</TABLE>

See accompanying notes.



                                    10 of 33
<PAGE>

                             Hampshire Funding, Inc.

                              Statements of Income


<TABLE>
<CAPTION>
                                                                     Years ended December 31
                                                             1999              1998             1997
                                                       -----------------------------------------------------
<S>                                                      <C>               <C>              <C>
Revenues:
   Interest income on securities                         $    897,800      $    582,261     $     76,139
   Interest on collateral notes receivable                                                     4,776,636
   Realized gain on sale of collateral loans                  125,485           339,086
   Program participant fees                                   327,372           413,726          426,758
                                                       -----------------------------------------------------
                                                            1,350,657         1,335,073        5,279,533

Operating expenses:
   Interest on affiliate borrowings                            58,159            19,969
   Interest on loan agreements                                                                 3,046,441
   General and administrative                                                                  1,215,059
                                                       -----------------------------------------------------
                                                               58,159            19,969        4,261,500
                                                       -----------------------------------------------------

Income before federal income tax                            1,292,498         1,315,104        1,018,033

Income tax expense                                            569,454           534,521          420,409
                                                       -----------------------------------------------------

Net income                                               $    723,044      $    780,583     $    597,624
                                                       =====================================================
</TABLE>

See accompanying notes.


                                    11 of 33
<PAGE>

                             Hampshire Funding, Inc.

                  Statements of Changes in Stockholder's Equity

                          Year Ended December 31, 1999


<TABLE>
<CAPTION>
                                                                        Accumulated
                                                        Additional         Other                                 Total
                                         Common          Paid-in       Comprehensive         Retained        Stockholder's
                                         Stock           Capital           Loss              Earnings           Equity
                                      -----------     ------------     -------------     ---------------     --------------

<S>                                    <C>             <C>              <C>               <C>                 <C>
Balance at January 1, 1997             $  50,000       $  550,000       $        --       $   1,589,123       $  2,189,123
   Contributed paid-in capital                            239,811                                                  239,811
   Comprehensive income  and net
   income                                                                                       597,624            597,624
                                      -----------     ------------     -------------     ---------------     --------------
Balance at December 31, 1997              50,000          789,811                --           2,186,747       $  3,026,558
                                                                                                             ==============

Comprehensive income
   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          (426,185)          2,967,330       $  3,380,956
                                                                                                             ==============

Comprehensive income
   Net income                                                                                   723,044            723,044
   Unrealized gain 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      $   (258,860)     $    3,690,374       $  4,271,325
                                     ============    ==============   ===============   ================     ==============
</TABLE>

See accompanying notes.


                                    12 of 33
<PAGE>

                             Hampshire Funding, Inc.

                            Statements of Cash Flows


<TABLE>
<CAPTION>
                                                                           Years ended December 31
                                                                1999                 1998                1997
                                                         ------------------------------------------------------------
Operating activities
<S>                                                        <C>                 <C>                 <C>
Net income                                                 $      723,044      $      780,583      $      597,624
Adjustments to reconcile net income to net
   cash provided (used) by operating activities:
     Gain on sale                                                (125,485)           (339,086)
     Net change in other assets and liabilities                    11,822              55,257             112,843
     Change in due to affiliates                                  274,200            (277,296)            306,018
     Net originations of collateral notes receivable                                                   (4,169,889)
     Increase in accrued interest receivable                                                             (159,832)
     Decrease (increase) in deferred asset                         58,405              66,175            (329,000)
     Decrease in prepaid interest and interest
       accrued on loan agreements                                                                        (351,618)
                                                         ------------------------------------------------------------
Net cash used by operating activities                             941,986             285,633          (3,993,854)

Financing activities
Contributed paid-in capital                                                                               239,811
Proceeds from sale of collateral notes receivable               8,080,726           9,484,651          52,994,767
Loans originated                                               (8,506,006)         (9,983,843)
Proceeds from non-affiliated loan agreement                                                           128,575,000
Principal payments on non-affiliated
   loan agreements                                                                                   (179,075,000)
Proceeds from affiliated loan agreements                                            1,200,000
                                                         ------------------------------------------------------------
Net cash used by financing activities                            (425,280)            700,808           2,734,578
                                                         ------------------------------------------------------------

Increase (decrease) in cash and cash equivalents                  516,706             986,441          (1,259,276)

Cash and cash equivalents at beginning of year                  1,284,375             297,934           1,557,210
                                                         ------------------------------------------------------------

Cash and cash equivalents at end of year                   $    1,801,081      $    1,284,375      $      297,934
                                                         ============================================================
</TABLE>

See accompanying notes.


                                    13 of 33
<PAGE>

                             Hampshire Funding, Inc.

                          Notes to Financial Statements

                                December 31, 1999


1.  Organization and Nature of Business

Incorporated in 1969, Hampshire Funding, Inc. (the Company) 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.

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

On December 31, 1997, 100% of the Company's outstanding stock was sold by
Jefferson Pilot Life Insurance Company (formerly Chubb Life Insurance Company)
to Jefferson-Pilot Corporation.

Chubb Life Insurance Company of America (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.

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.


                                    14 of 33
<PAGE>

2.  Summary of Significant Accounting Policies

General

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

Pursuant to a receivables purchase agreement, the Company sells the
Participants' Total Account indebtedness (Loans Receivable) to a third-party
bank sponsored commercial paper conduit. In connection with these sales, the
Company retains interests in the securitized assets that serve to absorb losses
related to the sold receivables and enhance credit to the third-party conduit.
Such retained interests include: (a) 5% of all Loans Receivable sold, which
includes capitalized interest (residual principal); (b) the excess of the
weighted average interest on the Loans Receivable securitized over the interest
rate on the commercial paper sold (interest-only strips receivable); and (c)
compensation for servicing the securitized assets on behalf of the purchaser.

Interest income on residual principal, interest-only strips receivable and
servicing assets is earned over time based on the outstanding balance of
serviced assets. The Company receives servicing fees monthly. Repayments of
residual principal and interest only strips will be received after full
amortization of the assets sold to third-parties.

Gains or losses for each qualifying sale of receivables are determined by
allocating the carrying value of the receivables sold between the portion sold
and the interests retained, based on their relative fair values. The Company
estimates the fair value of retained interests based on the present value of
future cash flows expected from the sold receivables, under management's best
estimates of key assumptions - credit losses, prepayment speeds, forward yield
curves and discount rates commensurate with the risks involved. The Company
estimates that credit losses associated with sold receivables will not be
material, as the loans are more than 100% secured by mutual fund shares. The
interest rate paid to the third party purchaser represents commercial paper
rates plus a margin of 2.25% (5.28%, 6.24% and 7.91% at December 31, 1999, 1998
and 1997, respectively). The Company estimates that 26% of Programs will
terminate early (15% and 11% at December 31, 1998 and 1997, respectively). As of
December 31, 1999, the Company lowered the discount rate used to value its
retained interests from 17% to 15%, which the Company believes is commensurate
with the duration and risks embedded in the particular assets retained from its
loan sales. The Company used a discount rate of 17% in 1998.

The company considers its interests retained from loan sales to be
available-for-sale. As such, unrealized gains and unrealized losses not deemed
to be other than temporary have been included in other comprehensive income and
the disclosure of total comprehensive income.


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, 1999 the Company has
borrowed $1,200,000 which is included in amount due to affiliates. Interest paid
to affiliates, on its loan agreements was $58,159 in 1999 compared to $19,969 in
1998.

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

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. In accordance with Statement of Financial Accounting
Standards No. 125 (Statement No. 125), Accounting for Transfer and Servicing of
Financial Assets and Extinguishments of Liabilities, the Company has included
allocated expenses in its estimated


                                    15 of 33
<PAGE>

future cash flows used to calculate the value of interest retained from loan
sales. The Company received gross service income of $1,004,364 and $1,028,796
and paid allocated expenses of $621,403 and $692,038 during the years ended
December 31, 1999 and 1998, respectively.


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 Equivalents

Cash equivalents include 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 1998 presentation.


3.       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 29, 1999, the Agreement was amended to extend the
termination date to June 27, 2000 and decrease PREFCOs commitment from
$60,000,000 to $55,000,000. 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.

The Company sold aggregate loans of $55,783,965 on December 31, 1997. The
Company received proceeds of $52,994,767 and retained a subordinated interest
and servicing rights in the assets transferred aggregating $2,789,198. The cash
flows related to the repayment of loans are used first 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 estimated future
net cash flows that it will receive after all investor obligations are met. The
fair value of the Company's retained interest and servicing rights was
determined by discounting estimated cash flows from the assets.

During 1999 and 1998, The Company originated additional loans of $8,506,006 and
$9,983,843 which were sold to PREFCO. The Company received proceeds of
$8,080,726 in 1999 and $9,484,651 in 1998 representing a 95% undivided interest
in the loans. At December 31, 1999, the outstanding balance of loans sold by the
Company under the Agreement was $54,360,208 compared to $55,177,919 in 1998.

The fair value of the Company's retained interest and servicing rights at
December 31, 1999 was $5,509,426 compared to $4,301,000 in 1998, and $2,789,198
in 1997.

The Company is responsible for servicing, managing and collecting all
receivables, monitoring the underlying collateral and reporting all activity to
the Banks for which it receives an annual service fee (collected monthly in
arrears) calculated as 2% of outstanding receivables. The Company received fees
of $1,004,364 in 1999 and $1,208,796 in 1998 for services provided, compared to
1999 servicing costs of $621,403 and 1998 servicing costs of $692,038. In
addition to servicing fees, the Company earns other fee income from transactions
affecting the purchase of collateral notes receivable.


                                    16 of 33
<PAGE>

During the years ended December 31, 1999 and 1998, the Company capitalized
$4,912,689 and $4,970,177 respectively, of interest receivable into the balance
of collateral notes receivable prior to the sale of such receivables.


4.       Interest Retained from Receivable Sales, net

The Company has retained the following interests from sales of its loans. All
amounts except capitalized servicing rights are shown at the lower of amortized
initial fair value or fair value at the balance sheet date.

<TABLE>
<CAPTION>
                                                                                      December 31
                                                                               1999                 1998
                                                                       --------------------- --------------------
<S>                                                                          <C>                  <C>
Residual principal (includes capitalized interest)                           $1,886,533           $1,478,335
Interest-only strips receivable                                               3,344,877            2,433,132
Capitalized servicing rights, net                                               278,016              389,533
                                                                       ----------------------------------------
                                                                             $5,509,426           $4,301,000
                                                                       ========================================
</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 strips receivable represent the Company's right to interest in
excess of the sum paid to the counter-party.

The Company receives fee income for continuing to service sold receivables.
Under Statement 125, the Company is allowed to capitalize 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.

All of the above interests retained are subordinated to the payment of principal
and interest to the bank-sponsored commercial paper conduit, and are initially
recorded at their respective fair values. In accordance with the provisions of
Statement of Financial Accounting Standards No. 115, Accounting for Certain
Investments in Debt and Equity Securities, the Company classifies interests
retained (other than capitalized servicing rights) 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 part of
stockholders equity.

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 was recorded by the Company during the fiscal years
ended December 31, 1999 and 1998.

The amortized cost and estimated fair value of the Company's interests retained
at December 31, 1999 and 1998 other than capitalized servicing rights, 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, 1999
                                          ------------------------------------------------------------------------------
                                                                  Unrealized             Unrealized           Fair Market
                                               Cost              Losses, gross          Gains, gross             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          $ (15,453)            $  314,570          $ 5,231,410
                                          ==============================================================================
</TABLE>


                                    17 of 33
<PAGE>

4.  Interest Retained from Receivable Sales, net (continued)

<TABLE>
<CAPTION>
                                                                        December 31, 1998
                                         -----------------------------------------------------------------------------
                                                                                        Unrealized
                                                                  Unrealized              Gains,         Fair Market
                                               Cost              Losses, gross            gross             Value
                                         -----------------------------------------------------------------------------
<S>                                         <C>                   <C>                   <C>              <C>
Residual principal certificates due
   five years through ten years             $ 1,206,957           $ (271,378)           $    --          $ 1,478,335
Interest only strip receivables due
   five years through ten years             $ 1,986,483             (446,649)                            $ 2,433,132
                                         -----------------------------------------------------------------------------

                                            $ 3,193,440           $ (718,027)           $    --          $ 3,911,467
                                         =============================================================================
</TABLE>

5.  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. Federal income taxes have been provided at the
statutory rate of 35% in 1999, 1998 and 1997.

The Company made income tax payments of $488,686, $561,956, and $328,106, in
1999, 1998 and 1997, respectively.

The Company independently files state income tax returns and pays state income
taxes to the states in which it operates. State income taxes paid for 1999, 1998
and 1997 were $124,912, $113,100, and $98,611, respectively.

Significant components of income tax expense for the years ended December 31,
1999, 1998 and 1997 are as follows:

<TABLE>
<CAPTION>
                                                             1999              1998             1997
                                                             ----              ----             ----
<S>                                                      <C>                <C>               <C>
  Current:
     Federal                                             $ 389,331          $421,421          $295,813
     State                                                 180,123           113,100            90,710
                                                      ------------------------------------------------------
           Total                                           569,454           534,521           386,523

  Deferred:
     Federal                                                     0                 0            27,654
     State                                                       0                 0             6,232
                                                      ------------------------------------------------------
  Total                                                          0                 0            33,886

  Income tax expense from continuing operations         $  569,454        $  534,521        $  420,409
                                                      ======================================================
</TABLE>

Included in due to affiliates are deferred tax assets of $160,050 as of December
31, 1999 and deferred tax assets of $291,841 as of December 31, 1998 and
deferred tax liabilities of $27,011 as of December 31, 1997.

Item 9 - Changes in and Disagreements With Accountants on Accounting and
         Financial Disclosure

Not Applicable


                                    18 of 33
<PAGE>

                                    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, 1998.

<TABLE>
<CAPTION>
         Name(1)                               Age           Position(2)
         ----                                  ---           --------

<S>                                             <C>          <C>
         Ronald R. Angarella                    41           President, Chairman and Director
         Dennis R. Glass                        50           Director
         John C. Ingram                         55           Director
         John A. Weston                         40           Treasurer
         Russell C. Simpson                     44           Vice President and Chief Financial Officer
         Charles C. Cornelio                    40           Vice President
         Carol R. Hardiman                      45           Vice President, Administration
         Shari J. Lease                         45           Secretary
         Robert A. Reed                         57           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.

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


                                    19 of 33
<PAGE>

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, 1999
--------------------------------------------------------------------------------
Ronald R. Angarella
22 Pepin Drive
Bow, NH  03304

Dennis R. Glass
Three Lockridge 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, 1999

--------------------------------------------------------------------------------
President                                              Ronald R. Angarella
                                                       22 Pepin 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
                                                       Greensboro, 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 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, 1998.

<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, 1999 the Company has $1,200,000 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 8K

(a)      Documents filed as a part of this Report.

         1.       The following consolidated financial statements of Hampshire
                  Funding, Inc. are included in Item 8:

                  (i)   Report of Independent Auditors

                  (ii)  Statements of Financial Condition as of December 31,
                        1999 and 1998

                  (iii) Statements of Income for each of the three years in the
                        period ended December 31, 1999.

                  (iv)  Statements of Changes in Stockholder's Equity for each
                        of the three years in the period ended December 31,
                        1999.

                  (v)   Statements of Cash Flows for each of the three years in
                        the period ended December 31, 1999.

                  (vi)  Notes to Financial Statements

         2.       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.

         3.       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


                                    24 of 33
<PAGE>

<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 March 19,
                                           Program                                 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

                                      (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

                      (ii)            Filed by enclosure.

                  Reg S-K
                  Item 601
</TABLE>

                                                 25 of 33
<PAGE>

<TABLE>
<S>                              <C>                                               <C>
                      (10)            (g)  Amendment No. 2 to the Receivables      pp. 31-33
                                           Receivables Purchase Agreement
                                           among the Company, Investors,
                                           Preferred Receivables Funding
                                           Corporation and First National Bank
                                           of Chicago dated June 29, 1999

                      (27)                 Financial Data Schedule                 p.  34

                  (b) Reports on Form 8-K

                      The Company did not file Reports on Form 8-K during the
                      last quarter of the period covered by this report.
</TABLE>


                                    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 30, 2000                                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.

<TABLE>
<CAPTION>
                Name                                           Title                                    Date
                ----                                           -----                                    ----

<S>                                                 <C>                                          <C>
/s/ RONALD R. ANGARELLA                             President and Director                       March 30, 2000
------------------------------------
    Ronald R. Angarella

/s/ DENNIS R. GLASS                                 Director                                     March 30, 2000
------------------------------------
    Dennis R. Glass

/s/ JOHN C. INGRAM                                  Director                                     March 30, 2000
------------------------------------
    John C. Ingram

/s/ JOHN A. WESTON                                  Treasurer                                    March 30, 2000
------------------------------------
    John A. Weston

/s/ RUSSELL C. SIMPSON                              Vice President and                           March 30, 2000
------------------------------------                Chief Financial Officer
    Russell C. Simpson
</TABLE>


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