<PAGE>
ARKANSAS SUPPLEMENT TO THE PROSPECTUS
An Arkansas resident may only invest in the Programs if he or she has an annual
income of $30,000 and a net worth of $30,000, or a net worth of $75,000. An
investor in the Programs may invest no more than 10% of his or her net worth.
Net worth in all of these cases is determined exclusive of residence,
automobiles and furnishings.
Notwithstanding any language to the contrary in the Prospectus, the Company will
give written notice to the Participant if the value of his or her pledged shares
falls below 150% of this Account Indebtedness at any time between renewal dates.
In such event and with notice from the Company, a Participant should consider
the purchase and pledge of additional qualified collateral or a cash payment to
reduce the Account Indebtedness. Assuming that the Participant has qualified
shares available for pledge which the Company is holding as custodian, the
Company shall pledge such shares with itself, without notice to the Participant,
to meet the 150% requirement. For example, if a Participant's Account
Indebtedness is $1,000 and the value of his or her pledged shares is $1,400, the
Company will pledge with itself any shares available for pledge which it is
holding, and if no such shares are being held, the Company will give the
Participant notice to furnish additional qualified collateral or cash.
The Company will give the Participant seven days after mailing of notice of the
150% requirement to furnish additional qualified collateral or cash to prevent a
possible decline of the value of the pledged shares below the 130% requirement,
which would result in termination of the Program. If the value of the pledged
shares during this seven day period declines below the 130% requirement, the
Company will not terminate this Program until the seven day period has expired.
If the value of the pledged shares declines below 130% after this seven day
period, the Company will terminate the Program and notify the Participant of the
termination.
Form 4-6814 Ed. 4/97 Supplement to Prospectus Dated April 16, 1997
<PAGE>
SUPPLEMENTAL INFORMATION FOR ARIZONA RESIDENTS
The following should supplement the section entitled "Management's Discussion
and Analysis of Financial Condition and Results of Operations -- Liquidity and
Capital Resources" on page 20 of this Prospectus:
The continuance of the Programs is dependent upon the Company's ability to
provide, or arrange for the financing of insurance premiums for Participants. If
the Company is unable to borrow funds in the future or continue to borrow funds
under its Loan Agreements for the purpose of financing loans to Participants for
the payment of insurance premiums at a cost sufficiently lower than the lending
rate charged to Program Participants to provide sufficient revenue to offset the
Company's general and administrative expenses, it may not be able to continue
the sale of the Programs. The Company intends to continue making such loans as
long as funds are available to it at a reasonable cost.
--------------------
The following language should replace the last sentence of the last paragraph
under the section entitled "Programs -- Financing of the Programs by the
Company", on page 16 of this Prospectus:
All ongoing and future material affiliated transactions and loans will be
generally available on terms no less favorable to the Company than those from
unaffiliated third parties; and all ongoing and future material affiliated
transactions and loans, and any forgiveness of loans, will be approved by a
majority, if any, of the independent outside members of the Company's board of
directors not having any interest in the transactions.
The following should supplement the section entitled "Status Reports" on page 17
of this Prospectus:
The Company will not furnish reports on the status of a Program to a
Participant, including annual statements referred to on page 20, unless he makes
a specific request. Accordingly, a Participant should consider making requests
for such reports periodically in order to compare the value of his Program with
the "Margin and Collateral Requirements" on page 12 and elsewhere herein. See
also "Termination" on page 15.
In reference to the "Margin and Collateral Requirements" section on page 12 of
the Prospectus the following shall apply in this state: (i) 150% Requirement --
the Company will give notice to a Participant if the value of his shares
decreases below 150% of his Account Indebtedness at any time between renewal
dates. In such event and with notice from the Company, a Participant should
consider the purchase and pledge of additional qualified collateral or a cash
payment to reduce the Account Indebtedness. Assuming that the Participant has
qualified shares available for pledge which the Company is holding as custodian,
the Company shall pledge such shares with itself, without notice to the
Participant, to meet the 150% requirement. For example, if a Participant's
Account Indebtedness is $1,000 and the value of his pledged shares is $1,400,
the Company will pledge with itself any shares available for pledge which it is
holding, and if no such shares are being held, the Company will give the
Participant notice to furnish additional qualified collateral or cash. (ii) 130%
Requirement -- of the value of a Participant's shares pledged with the Company
declines below 130% of his Account Indebtedness, the Company will, without
notice to the Participant, pledge with itself any qualified shares available for
pledge which it is holding for the Participant as custodian. If the shares so
pledged are insufficient to bring the total value to the pledge shares to a
figure in excess of 130% of the Account Indebtedness, the Company will, with
notice to the Participant, terminate his program, redeem his pledged shares and
return the excess shares, if any, to the Participant. For example, if the total
value of pledged shares and qualified shares is $1,250 and a Participant's
Account Indebtedness is $1,000, the Company will, without notice to the
Participant, pledge with itself all qualified shares available for pledge and
thereafter, after notice to the Participant, terminate the Program, redeem the
number of shares necessary to pay the Account Indebtedness and return the excess
shares, if any, to the Participant. The attention of all prospective
Participants is directed to the "Margin and Collateral Requirements" discussion
being at page 12, and in particular to the discussion of the "Maintenance Margin
Requirement" beginning at page 13.
Form 3-0960 Ed. 4/97 Supplement to Prospectus Dated April 16, 1997
<PAGE>
INDIANA SUPPLEMENT TO THE PROSPECTUS
A Indiana resident may only invest in the Programs if he or she has an annual
income of $30,000 and a net worth of $30,000, or a net worth of $75,000. An
investor in the Programs may invest no more than 30% of his or her net worth.
Net worth in all of these cases is determined exclusive of residence,
automobiles and furnishings.
Notwithstanding any language to the contrary in the Prospectus, the Company will
give written notice to the Participant if the value of his or her pledged shares
falls below 150% of this Account indebtedness at any time between renewal dates.
In such event and with notice from the Company, a Participant should consider
the purchase and pledge of additional qualified collateral or a cash payment to
reduce the Account Indebtedness. Assuming that the Participant has qualified
shares available for pledge which the Company is holding as custodian, the
Company shall pledge such shares with itself, without notice to the Participant,
to meet the 150% requirement. For example, if a Participant's Account
Indebtedness is $1,000 and the value of his or her pledged shares is $1,400, the
Company will pledge with itself any shares available for pledge which it is
holding, and if no such shares are being held, the Company will give the
Participant notice to furnish additional qualified collateral or cash.
The Company will give the Participant seven days after mailing of notice of the
150% requirement to furnish additional qualified collateral or cash to prevent a
possible decline of the value of the pledged shares below the 130% requirement,
which would result in termination of the Program. If the value of the pledged
shares during this seven day period declines below the 130% requirement, the
Company will not terminate this Program until the seven day period has expired.
If the value of the pledged shares declines below 130% after this seven day
period, the Company will terminate the Program and notify the Participant of the
termination.
A PARTICIPANT SHOULD UNDERSTAND THAT FLUCTUATIONS IN THE VALUE OF THE MUTUAL
FUND SHARES PURCHASED MAY RESULT IN THE FAILURE OF THE PARTICIPANT TO MAINTAIN
APPROPRIATE COLLATERAL AMOUNTS AND THE SUBSEQUENT EARLY TERMINATION OF HIS/HER
PROGRAM AND THE LOSS OF THE BENEFITS OF THE PROGRAM, INCLUDING THE INSURANCE, IF
THE PARTICIPANT IS UNABLE TO CONTINUE THE PREMIUM PAYMENTS AFTER TERMINATION.
Form 4-6133 Ed. 4/97 Supplement to Prospectus Dated April 16, 1997
<PAGE>
IOWA SUPPLEMENT TO THE PROSPECTUS
An Iowa resident may only invest in the Programs if he or she has an annual
income of $30,000 and a net worth of $30,000, or a net worth of $75,000. An
investor in the Programs may invest no more than 10% of his or her net worth.
Net worth in all of these cases is determined exclusive of residence,
automobiles and furnishings.
Notwithstanding any language to the contrary in the Prospectus, the Company will
give written notice to the Participant if the value of his or her pledged shares
falls below 150% of this Account Indebtedness at any time between renewal dates.
In such event and with notice from the Company, a Participant should consider
the purchase and pledge of additional qualified collateral or a cash payment to
reduce the Account Indebtedness. Assuming that the Participant has qualified
shares available for pledge which the Company is holding as custodian, the
Company shall pledge such shares with itself, without notice to the Participant,
to meet the 150% requirement. For example, if a Participant's Account
Indebtedness is $1,000 and the value of his or her pledged shares is $1,400, the
Company will pledge with itself any shares available for pledge which it is
holding, and if no such shares are being held, the Company will give the
Participant notice to furnish additional qualified collateral or cash.
The Company will give the Participant seven days after mailing of notice of the
150% requirement to furnish additional qualified collateral or cash to prevent a
possible decline of the value of the pledged shares below the 130% requirement,
which would result in termination of the Program. If the value of the pledged
shares during this seven day period declines below the 130% requirement, the
Company will not terminate this Program until the seven day period has expired.
If the value of the pledged shares declines below 130% after this seven day
period, the Company will terminate the Program and notify the Participant of the
termination.
Form 4-6152 Ed. 4/97 Supplement to Prospectus Dated April 16, 1997
<PAGE>
MASSACHUSETTS SUPPLEMENT TO THE PROSPECTUS
A Massachusetts resident may only invest in the Programs if he or she has an
annual income of $30,000 and a net worth of $30,000, or a net worth of $75,000.
An investor in the Programs may invest no more than 10% of his or her net worth.
Net worth in all of these cases is determined exclusive of residence,
automobiles and furnishings.
Notwithstanding any language to the contrary in the Prospectus, the Company will
give written notice to the Participant if the value of his or her pledged shares
falls below 150% of this Account Indebtedness at any time between renewal dates.
In such event and with notice from the Company, a Participant should consider
the purchase and pledge of additional qualified collateral or a cash payment to
reduce the Account Indebtedness. Assuming that the Participant has qualified
shares available for pledge which the Company is holding as custodian, the
Company shall pledge such shares with itself, without notice to the Participant,
to meet the 150% requirement. For example, if a Participant's Account
Indebtedness is $1,000 and the value of his or her pledged shares is $1,400, the
Company will pledge with itself any shares available for pledge which it is
holding, and if no such shares are being held, the Company will give the
Participant notice to furnish additional qualified collateral or cash.
The Company will give the Participant seven days after mailing of notice of the
150% requirement to furnish additional qualified collateral or cash to prevent a
possible decline of the value of the pledged shares below the 130% requirement,
which would result in termination of the Program. If the value of the pledged
shares during this seven day period declines below the 130% requirement, the
Company will not terminate this Program until the seven day period has expired.
If the value of the pledged shares declines below 130% after this seven day
period, the Company will terminate the Program and notify the Participant of the
termination.
Form 4-6819 Ed. 4/97 Supplement to Prospectus Dated April 16, 1997
<PAGE>
MICHIGAN SUPPLEMENT TO THE PROSPECTUS
A Michigan resident may only invest in the Programs if he or she has an annual
income of $30,000 and a net worth of $30,000, or a net worth of $75,000. Net
worth is determined exclusive of residence, automobiles and furnishings.
Notwithstanding any language to the contrary in the Prospectus, the Company will
give written notice to the Participant if the value of his or her pledged shares
falls below 150% of this Account Indebtedness at any time between renewal dates.
In such event and with notice from the Company, a Participant should consider
the purchase and pledge of additional qualified collateral or a cash payment to
reduce the Account Indebtedness. Assuming that the Participant has qualified
shares available for pledge which the Company is holding as custodian, the
Company shall pledge such shares with itself, without notice to the Participant,
to meet the 150% requirement. For example, if a Participant's Account
Indebtedness is $1,000 and the value of his or her pledged shares is $1,400, the
Company will pledge with itself any shares available for pledge which it is
holding, and if no such shares are being held, the Company will give the
Participant notice to furnish additional qualified collateral or cash.
The Company will give the Participant seven days after mailing of notice of the
150% requirement to furnish additional qualified collateral or cash to prevent a
possible decline of the value of the pledged shares below the 130% requirement,
which would result in termination of the Program. If the value of the pledged
shares during this seven day period declines below the 130% requirement, the
Company will not terminate this Program until the seven day period has expired.
If the value of the pledged shares declines below 130% after this seven day
period, the Company will terminate the Program and notify the Participant of the
termination.
The rate of interest that may be charged in Michigan shall not exceed an annual
rate of 12.68%. See page 11 of the Prospectus.
Form 4-0958 Ed. 4/97 Supplement to Prospectus Dated April 16, 1997
<PAGE>
SUPPLEMENTAL INFORMATION FOR MISSOURI RESIDENTS
The following should supplement the section entitled "Status Reports" on page 17
of this Prospectus: The Company will not furnish reports on the status of a
Program to a Participant, including annual statements referred to on page 17,
unless he makes a specific request. Accordingly, a Participant should consider
making requests for such reports periodically in order to compare the value of
his Program with the "Margin and Collateral Requirements" on page 12 and
elsewhere herein. See also "Termination" on page 15.
In reference to the "Margin and Collateral Requirements" section on pages 12 to
14 of the Prospectus the following shall apply in this state: (i) 150%
Requirement -- the Company will give notice to a Participant if the value of his
shares decreases below 150% of his Account Indebtedness at any time between
renewal dates. In such event and with notice from the Company, a Participant
should consider the purchase and pledge of additional qualified collateral or a
cash payment to reduce the Account Indebtedness. Assuming that the Participant
has qualified shares available for pledge which the Company is holding as
custodian, the Company shall pledge such shares with itself, without notice to
the Participant, to meet the 150% requirement. For example, if a Participant's
Account Indebtedness is $1,000 and the value of his pledged shares is $1,400,
the Company will pledge with itself any shares available for pledge which it is
holding, and if no such shares are being held, the Company will give the
Participant notice to furnish additional qualified collateral or cash. (ii) 130%
Requirement -- if the value of a Participant's shares pledged with the Company
declines below 130% of his Account Indebtedness, the Company will, without
notice to the Participant, pledge with itself any qualified shares available for
pledge which it is holding for the Participant as custodian. If the shares so
pledged are insufficient to bring the total value to the pledge shares to a
figure in excess of 130% of the Account Indebtedness, the Company will, with
notice to the Participant, terminate his program, redeem his pledged shares and
return the excess shares, if any, to the Participant. For example, if the total
value of pledged shares and qualified shares is $1,250 and a Participant's
Account Indebtedness is $1,000, the Company will, without notice to the
Participant, pledge with itself all qualified shares available for pledge and
thereafter, after notice to the Participant, terminate the Program, redeem the
number of shares necessary to pay the Account Indebtedness and return the excess
shares, if any, to the Participant. The attention of all prospective
Participants is directed to the "Margin and Collateral Requirements" discussion
being at page 12, and in particular to the discussion of the "Maintenance Margin
Requirement" beginning at page 13.
Form 3-0961 Ed. 4/97 Supplement to Prospectus Dated April 16, 1997
<PAGE>
SUPPLEMENTAL INFORMATION FOR NEBRASKA RESIDENTS
A Nebraska resident may only invest in the Programs if he/she has an annual
income of $30,000 and a net worth of $30,000, or a net worth of $75,000.
Form 4-00378 Ed. 4/97 Supplement to Prospectus Dated April 16, 1997
<PAGE>
SUPPLEMENTAL INFORMATION FOR NEW JERSEY RESIDENTS
THE PROGRAMS DESCRIBED IN THIS PROSPECTUS INVOLVE A HIGH DEGREE OF RISK WHICH
COULD RESULT IN SIGNIFICANT LOSSES TO PARTICIPANTS. ACCORDINGLY, PERSONS
CONTEMPLATING ENTERING INTO A PROGRAM ARE URGED TO READ AND CONSIDER THE
DISCUSSION OF "RISK FACTORS" IN THIS PROSPECTUS.
A New Jersey resident may only invest in the Programs if he/she has (1) an
annual family income of $40,000 and a net worth of $40,000, or (2) a net worth
of $100,000. Net worth is defined as being exclusive of residence, automobiles
and furnishings.
Form 4-00707 Ed. 4/97 Supplement to Prospectus Dated April 16, 1997
<PAGE>
NEW YORK STATE SUPPLEMENT
Chubb Life Insurance Company of America is not licensed to do business in, and
cannot issue insurance policies in, the State of New York.
Form 3-0886 Ed. 4/97 Supplement to Prospectus Dated April 16, 1997
<PAGE>
SUPPLEMENTAL INFORMATION FOR NORTH CAROLINA RESIDENTS
Attention North Carolina Investors: These securities have not been approved or
disapproved by the Commissioner of Insurance for the State of North Carolina,
nor has the Commissioner of Insurance ruled upon the accuracy or the adequacy of
this document.
Form 4-00393 Ed. 4/97 Supplement to Prospectus Dated April 16, 1997
<PAGE>
AMENDMENT TO PROSPECTUS OF HAMPSHIRE FUNDING, INC.
FOR OKLAHOMA RESIDENTS ONLY
Programs for the Acquisition of Mutual Fund Shares
and Insurance Supplement to Prospectus Dated April16, 1997
The text appearing under the heading "Margin and Collateral Requirements" on
pages 12 through 14 of the Prospectus is supplemented by the following:
Notwithstanding any language to the contrary in the Prospectus, the Company will
give notice to the Participant if the value of his/her pledged shares falls
below 150% of his/her Account Indebtedness. At the time of execution of the
Hampshire Funding, Inc. Program Agreement, the Participant will instruct the
Company to either (a) sell or redeem the pledged shares promptly during the 10
days after the date of the mailing of the 150% notice, if the redemption value
falls below 130% of the Participant's Account Indebtedness and the Company has
not then received the Participant's written or telegraphic agreement to deliver
forthwith sufficient additional qualified collateral or make a sufficient cash
payment to cause the redemption value to exceed 130% of the Account
Indebtedness; or (b) refrain from selling or redeeming pledged shares for a
period of 10 days after the date of mailing the 150% notice, notwithstanding the
fact that the redemption value falls below 130% of the Account Indebtedness;
provided however, that if the redemption value declines below 120% of the
Participant's Account Indebtedness, the Company will promptly, without further
notice sell or redeem the Participant's pledged shares. The latter election will
provide the Participant with an opportunity to either supply additional
qualified collateral or make a cash payment. However, if the Participant fails
to do so, the redemption value of his/her shares may be less than 130% of
his/her Account Indebtedness at the time of sale.
The text appearing under the heading "Status Reports" on page 17 of the
Prospectus is supplemented by the following:
Notwithstanding any language to the contrary in the Prospectus, the Company will
furnish on an annual basis to Participants who are residents of Oklahoma a
statement of the Participant's Program account.
Form 4-6195 Ed. 4/97 Supplement to Prospectus Dated April 16, 1997
<PAGE>
AGENCY AGREEMENT AND LIMITED POWER OF ATTORNEY AMENDMENT
I understand that I will be notified by the Company by registered or certified
mail at my last known address according to the Company's books and records
should the redemption value of my pledged mutual fund shares decline below 150%
of my Account Indebtedness. Such notice is given to afford me an opportunity to
consider whether to purchase or deposit additional qualified shares for use as
collateral under the loan, or in the alternative, to reduce my indebtedness by a
cash payment. I further understand that the Company (A) will promptly, without
further notice, sell or redeem my pledged shares if their redemption value
declines below 130% of my Account Indebtedness to the extent necessary to
satisfy my indebtedness or (B) will defer such action for a period of ten days
after the date of mailing of the 150% notice; provided, however, that if the
redemption value declines below 120% of my Account Indebtedness, the Company
will promptly, without further notice, sell or redeem my pledged shares.
I hereby instruct the Company to either:
(CHECK EITHER A or B)
____ A. Sell or redeem my pledged shares promptly if the redemption value falls
below 130% of my Account Indebtedness and the Company has not then received
written or telegraphic agreement to deliver forthwith sufficient additional
qualified collateral or make a sufficient cash payment to cause the redemption
value to exceed 130% of my Account Indebtedness.
____ B. Refrain from selling or redeeming my pledged shares for a period of ten
days after the date of mailing the 150% notice notwithstanding the fact that the
redemption value falls below 130% of my Account Indebtedness; provided, however,
that the Company may sell or redeem such pledged shares promptly if the
redemption value falls below 120% of my Account Indebtedness. Although this will
insure that I will have reasonable opportunity to either supply additional
qualified collateral or make a cash payment, I understand that if I fail to do
so the redemption value of my shares may be less than 130% of my Account
Indebtedness at the time of sale.
Dated this______________day_____________________, 19___.
____________________________ ______________________________
Client's signature Street
____________________________ ______________________________
Joint Signature City, State, Zip
HAMPSHIRE FUNDING, INC. hereby accepts and agrees to act under the foregoing
Appointment and agreement.
HAMPSHIRE FUNDING, INC.
BY:_________________________
One Granite Place
Concord, New Hampshire 03301
<PAGE>
OREGON SUPPLEMENT TO THE PROSPECTUS
An Oregon resident may only invest in the Programs if he or she has an annual
income of $30,000 and a net worth of $30,000, or a net worth of $75,000. An
investor in the Programs may invest no more than 10% of his or her net worth.
Net worth in all of these cases is determined exclusive of residence,
automobiles and furnishings.
Notwithstanding any language to the contrary in the Prospectus, the Company will
give written notice to the Participant if the value of his or her pledged shares
falls below 150% of this Account Indebtedness at any time between renewal dates.
In such event and with notice from the Company, a Participant should consider
the purchase and pledge of additional qualified collateral or a cash payment to
reduce the Account Indebtedness. Assuming that the Participant has qualified
shares available for pledge which the Company is holding as custodian, the
Company shall pledge such shares with itself, without notice to the Participant,
to meet the 150% requirement. For example, if a Participant's Account
Indebtedness is $1,000 and the value of his or her pledged shares is $1,400, the
Company will pledge with itself any shares available for pledge which it is
holding, and if no such shares are being held, the Company will give the
Participant notice to furnish additional qualified collateral or cash.
The Company will give the Participant seven days after mailing of notice of the
150% requirement to furnish additional qualified collateral or cash to prevent a
possible decline of the value of the pledged shares below the 130% requirement,
which would result in termination of the Program. If the value of the pledged
shares during this seven day period declines below the 130% requirement, the
Company will not terminate this Program until the seven day period has expired.
If the value of the pledged shares declines below 130% after this seven day
period, the Company will terminate the Program and notify the Participant of the
termination.
Form 4-6815 Ed. 4/97 Supplement to Prospectus Dated April 16, 1997
<PAGE>
SUPPLEMENTAL INFORMATION FOR
PUERTO RICO RESIDENTS
This prospectus was submitted to the Insurance Commissioner of Puerto Rico for
approval on April 2, 1997.
The text appearing under the heading "The Insurance Companies" on page 5 of the
prospectus is supplemented by the following:
As of December 31, 1996 Chubb Life's liabilities were 2,562,944,362 and its
paid-in capital was 325,327,175.
Form 4-00845 Ed. 4/97 Supplement to Prospectus Dated April 16, 1997
<PAGE>
TEXAS SUPPLEMENT TO PROSPECTUS
A Texas resident may only invest in the Programs if he or she has an annual
income of $30,000 and a net worth of $30,000, or a net worth of $75,000, with
net worth determined in both cases exclusive of residence, automobiles and
furnishings, as evidenced on his or her New Account Information form. In
addition to this suitability requirement, the Texas Securities Board requires
that the Broker-Dealer make every reasonable effort to asure that the
Participant is suitable, based on all pertinent factors, including age,
investment experience and investment objectives.
Irrespective of the statements on page 13 relative to the 130% collateral
requirement, the Company will give telephone notice to Participants who are
residents of the State of Texas when its records indicate that the value of
pledged shares is less than 130% of the Account Indebtedness, as described
herein. If a Participant does not furnish additional qualified collateral or
make a cash payment to reduce Account Indebtedness within seven days, the
Company will then exercise its right of termination.
The Company will furnish on a quarterly basis to Participants who are residents
of Texas a statement of the Participant's Account.
Form 3-5791 Ed. 4/97 Supplement to Prospectus Dated April 16, 1997
<PAGE>
VIRGINIA SUPPLEMENT TO THE PROSPECTUS
A Virginia resident may only invest in the Programs if he or she has an annual
income of $30,000 and a net worth of $30,000, or a net worth of $75,000. An
investor in the Programs may invest no more than 10% of his or her net worth.
Net worth in all of these cases is determined exclusive of residence,
automobiles and furnishings.
Form 4-6796 Ed. 4/97 Supplement to Prospectus Dated April 16, 1997
<PAGE>
AMENDMENT TO PROSPECTUS OF HAMPSHIRE FUNDING, INC.
FOR WISCONSIN RESIDENTS ONLY
Programs for the Acquisition of Mutual Fund Shares and Insurance Supplement to
Prospectus Dated April 16, 1997
The text appearing under the heading "Margin and Collateral Requirements" on
pages 12 through 14 of the Prospectus is supplemented by the following:
Notwithstanding any language to the contrary in the Prospectus, the Company will
give notice to the Participant if the value of his/her pledged shares falls
below 150% of his/her Account Indebtedness. At the time of execution of the
Hampshire Funding, Inc. Program Agreement, the Participant will instruct the
Company to either (a) sell or redeem the pledged shares promptly during the 10
days after the date of the mailing of the 150% notice, if the redemption value
falls below 130% of the Participant's Account Indebtedness and the Company has
not then received the Participant's written or telegraphic agreement to deliver
forthwith sufficient additional qualified collateral or make a sufficient cash
payment to cause the redemption value to exceed 130% of the Account
Indebtedness; or (b) refrain from selling or redeeming pledged shares for a
period of 10 days after the date of mailing the 150% notice, notwithstanding the
fact that the redemption value falls below 130% of the Account Indebtedness;
provided however, that if the redemption value declines below 120% of the
Participant's Account Indebtedness, the Company will promptly, without further
notice sell or redeem the Participant's pledged shares. The latter election will
provide the Participant with an opportunity to either supply additional
qualified collateral or make a cash payment. However, if the Participant fails
to do so, the redemption value of his/her shares may be less than 130% of
his/her Account Indebtedness at the time of sale.
Form 3-0962 Ed. 4/97 Supplement to Prospectus Dated April 16, 1997
<PAGE>
AGENCY AGREEMENT AND LIMITED POWER OF ATTORNEY AMENDMENT
Except for the repledge of my shares under a Custodial Agreement consistent with
the Company's present practices, the Company shall not utilize any of my shares
pledged as collateral security thereunder for the payment of any of the debts or
liabilities of the Company nor for any other corporate purpose, except the
repayment of my Account Indebtedness.
I understand that I will be notified by the Company by registered or certified
mail at my last known address according to the Company's books and records
should the redemption value of my pledged mutual fund shares decline below 150%
of my Account Indebtedness. Such notice is given to afford me an opportunity to
consider whether to purchase or deposit additional qualified shares for use as
collateral under the loan, or in the alternative, to reduce my indebtedness by a
cash payment. I further understand that the Company (A) will promptly, without
further notice, sell or redeem my pledged shares if their redemption value
declines below 130% of my Account Indebtedness to the extent necessary to
satisfy my indebtedness or (B) will defer such action for a period of ten days
after the date of mailing of the 150% notice; provided, however, that if the
redemption value declines below 120% of my Account Indebtedness, the Company
will promptly, without further notice, sell or redeem my pledged shares.
I hereby instruct the Company to either:
(CHECK EITHER A or B)
____ A. Sell or redeem my pledged shares promptly if the redemption value falls
below 130% of my Account Indebtedness and the Company has not then received
written or telegraphic agreement to deliver forthwith sufficient additional
qualified collateral or make a sufficient cash payment to cause the redemption
value to exceed 130% of my Account Indebtedness.
____ B. Refrain from selling or redeeming my pledged shares for a period of ten
days after the date of mailing the 150% notice notwithstanding the fact that the
redemption value falls below 130% of my Account Indebtedness; provided, however,
that the Company may sell or redeem such pledged shares promptly if the
redemption value falls below 120% of my Account Indebtedness. Although this will
insure that I will have reasonable opportunity to either supply additional
qualified collateral or make a cash payment, I understand that if I fail to do
so the redemption value of my shares may be less than 130% of my Account
Indebtedness at the time of sale.
Dated this______________day______________________, 19___.
___________________________ _____________________________
Client's signature Street
___________________________ _____________________________
Joint Signature City, State, Zip
HAMPSHIRE FUNDING, INC. hereby accepts and agrees to act under the foregoing
Appointment and agreement.
HAMPSHIRE FUNDING, INC.
BY:________________________
One Granite Place
Concord, New Hampshire 03301
