CHUBB SERIES TRUST, 497, 1995-08-21

CHUBB SERIES TRUST
497, 1995-08-21

Previous: MUNICIPAL INVT TR FD INTERM TERM SER 233 DEFINED ASSET FDS, 497, 1995-08-21

Next: TAX EXEMPT SECURITIES TRUST SERIES TEST 390, 485BPOS, 1995-08-21

<PAGE>

Registration No. 33-72834
811-8212
As filed with the Securities and Exchange Commission on August 4, 1995
--------------------------------------------------------------------------------

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM N-1A
---------

REGISTRATION STATEMENT UNDER [ ]
THE SECURITIES ACT OF 1933

Pre-effective Amendment No. [ ]

Post-effective Amendment No. 2 [X]

and/or

REGISTRATION STATEMENT UNDER
THE INVESTMENT COMPANY ACT OF 1940 [ ]

Amendment No. 4
----------------- [X]

CHUBB SERIES TRUST
(Exact name of Registrant as Specified in Charter)

One Granite Place
Concord, New Hampshire 03301
(Address of Principal Executive Offices)

603-226-5000
(Registrant's Telephone Number)

Bruce R. Stefany, President
One Granite Place
Concord, New Hampshire 03301
(Name and Address of Agent for Service)

Copies To:

Joan E. Boros, Esq. Thomas H. Elwood, Esq.
Katten Muchin & Zavis Chubb Series Trust
1025 Thomas Jefferson Street, N.W. One Granite Place
East Lobby, Suite 700 Concord, NH 03301
Washington, D.C. 20007-5201
-----------------

APPROXIMATE DATE OF PROPOSED PUBLIC OFFERING: It is proposed that this
filing will become effective on August 4, 1995 pursuant to Rule 485(b).

The Registrant has registered an indefinite number or amount of securities
for each of its five series under the Securities Act of 1933 pursuant to Rule
24f-2 under the Investment Company Act of 1940. The Registrant filed a Rule 24f-
2 Notice on February 24, 1995.
<PAGE>

PROSPECTUS
--------------------------------------------------------------------------------

The Chubb Series Trust
----------------------

One Granite Place
Concord, New Hampshire 03301
(603) 226-5000
--------------------------------------------------------------------
The Chubb Series Trust, is an open-end diversified management investment
company organized as a Delaware Business Trust (the "Trust"), effective as of
October 28, 1994. The Trust is composed of five separate Portfolios which
operate as distinct investment vehicles. The names and investment objectives of
the Portfolios are as follows:

The RESOLUTE TREASURY MONEY MARKET PORTFOLIO seeks to provide current income,
maintain a high level of liquidity and preserve capital.

The RESOLUTE BOND PORTFOLIO seeks to provide a high total return consistent with
moderate risk of capital and maintenance of liquidity.

The RESOLUTE EQUITY PORTFOLIO seeks to provide a high total return from a
portfolio comprised of selected equity securities.

The RESOLUTE SMALL COMPANY PORTFOLIO seeks to provide a high total return from a
portfolio of equity securities of small companies.

The RESOLUTE INTERNATIONAL EQUITY PORTFOLIO seeks to provide a high total return
from a portfolio of equity securities of foreign corporations.

This Prospectus sets forth concisely the information about the Trust and
its Portfolios that a prospective investor should know before investing. This
Prospectus should be retained for future reference. A Statement of Additional
Information for the Trust, dated August 1, 1995, has been filed with the
Securities and Exchange Commission and incorporated herein by reference. The
Statement of Additional Information is available without charge upon request
from the Trust at the address or telephone number above, or by calling
1-800-997-4499. Inquiries about the Trust should be directed to the Trust at
the same address or telephone number.

AN INVESTMENT IN THE RESOLUTE TREASURY MONEY MARKET PORTFOLIO IS NEITHER
INSURED NOR GUARANTEED BY THE UNITED STATES GOVERNMENT. INVESTMENTS IN THE
PORTFOLIOS ARE NOT BANK DEPOSITS AND ARE NOT INSURED BY, GUARANTEED BY,
OBLIGATIONS OF, OR OTHERWISE SUPPORTED BY THE FDIC OR ANY BANK. AN INVESTMENT
IN ANY OF THE PORTFOLIOS IS SUBJECT TO RISK THAT MAY CAUSE THE VALUE OF THE
INVESTMENT TO FLUCTUATE, AND WHEN THE INVESTMENT IS REDEEMED, THE VALUE MAY BE
HIGHER OR LOWER THAN THE AMOUNT ORIGINALLY INVESTED BY THE INVESTOR.

1
<PAGE>

The Resolute Equity, Small Company and International Equity Portfolios
permit investments in any nation, and investments in these Portfolios involve
special considerations and risks.

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

------------------------------------------------------------------
THE DATE OF THIS PROSPECTUS IS , 1995

2
<PAGE>

TABLE OF CONTENTS

<TABLE>
<CAPTION>
Page
----
<S> <C>
Performance and Yield Information ........................................ 5
Portfolios ............................................................... 5
Investment Objectives and Policies ....................................... 6
The Resolute Treasury Money Market Portfolio ........................ 6
Investment Objective ........................................... 6
Investment Policies ............................................ 7
Risk Factors ................................................... 7
The Resolute Bond Portfolio ......................................... 7
Investment Objective ........................................... 7
Investment Policies ............................................ 7
Risk Factors ...................................................11
The Resolute Equity Portfolio .......................................11
Investment Objective ...........................................11
Investment Policies ............................................11
Risk Factors ...................................................13
The Resolute Small Company Portfolio ................................13
Investment Objective ...........................................13
Investment Policies ............................................13
Risk Factors ...................................................14
The Resolute International Equity Portfolio .........................14
Investment Objective ...........................................14
Investment Policies ............................................14
Risk Factors ...................................................16
Additional Investment Information ........................................16
Convertible Securities for the Resolute Bond,
Equity, Small Company and International
Equity Portfolios ..................................................16
When-Issued and Delayed Delivery Securities .........................16
Repurchase Agreements ...............................................17
Loans and Portfolio Securities.......................................17
Reverse Repurchase Agreements .......................................18
Mortgage Dollar Roll Transactions ...................................18
Foreign Investment Information for the Resolute
Bond, Equity, Small Company and International
Equity Portfolios ..................................................18
Foreign Currency Exchange Transactions for
the Resolute Equity, Small Company and
International Equity Portfolios ....................................20
Illiquid Investments; Privately Placed and Other
Unregistered Securities ............................................22
Futures and Options Transactions for the Resolute
Bond, Equity, Small Company and International
Equity Portfolios ..................................................22
Money Market Instruments for the Resolute Equity,
Small Company and International Equity Portfolios ..................22
Investment Restrictions ..................................................23
Management of the Trust and Portfolios....................................23
Capital Shares ...........................................................26
Taxes and Dividends ......................................................27
</TABLE>

3
<PAGE>

<TABLE>
<S> <C>
Offering and Redemption of Shares ........................................28
Other Information ........................................................30
Appendix .................................................................31
</TABLE>

THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER IN IN ANY STATE IN WHICH SUCH
OFFERING MAY NOT LAWFULLY BE MADE. NO PERSON IS AUTHORIZED TO MAKE ANY
REPRESENTATIONS IN CONNECTIONS WITH THIS OFFERING OTHER THAN THOSE CONTAINED IN
THE PROSPECTUS.

4
<PAGE>

FINANCIAL HIGHLIGHTS

The following tables include selected unaudited data for a share of capital
stock outstanding for each fund through out the period indicated and other
performance information derived from the unaudited financial statements. The
related financial statements are included in the Statement of Additional
Information.

For a share outstanding for the semiannual period ended June 30, 1995:

CHUBB SERIES TRUST
FINANCIAL HIGHLIGHTS

For a share outstanding throughout the period
from January 3, 1995 (Commencement of Operations) to June 30, 1995

(A) Total return assumes reinvestment of all dividends during the period and
does not reflect deduction of account fees and charges. Investment returns
and principal values will fluctuate and shares, when redeemed, may be worth
more or less than the original cost. Total returns for periods of less than
one year have not been annualized.

5
<PAGE>

PERFORMANCE AND YIELD INFORMATION

From time to time the Trust may advertise the yield and/or the average
annual total return of some or all of its five investment portfolios. These
figures are based on historical earnings and are not intended to indicate future
performance. Shares of the portfolios are presently offered only to
corresponding divisions of separate accounts established by Chubb Life Insurance
Company of America ("Chubb Life"), or its affiliated insurance companies to fund
flexible premium life insurance policies. None of these performance figures
reflect fees and charges imposed under such flexible premium life insurance
policies, which fees and charges will reduce the yield and total return to
policyowners; therefore, these performance figures may be of limited use for
comparative purposes.

The Resolute Treasury Money Market Portfolio's yield quotations represent
the Portfolio's investment income, less expenses, expressed as a percentage of
assets on an annualized basis for a seven-day period. The yield is expressed as
both a simple annualized yield and a compounded effective yield. The yield for
the non-money market portfolios is calculated by dividing the portfolio's net
investment income per share during a recent 30-day period by the maximum
offering price per share of that Portfolio (which is the net asset value of that
Portfolio) on the last day of the period.

The average annual total return quotations of the non-money market
portfolios are determined by computing the average annual percentage change in
value of a $100,000 investment, made at the maximum public offering price (which
is net asset value) for certain specified periods. This computation assumes
reinvestment of all dividends and distributions.

PORTFOLIOS
----------

The Trust currently consists of five investment portfolios: the Resolute
Treasury Money Market Portfolio, the Resolute Bond Portfolio, the Resolute
Equity Portfolio, the Resolute Small Company Portfolio, and the Resolute
International Equity Portfolio (the "Portfolios").

The separate accounts established by Chubb Life or its affiliated insurance
companies are used for the purpose of funding Flexible Premium Variable Life
Insurance Policies (the "Policies") issued by Chubb Life, its affiliated
insurance companies and their successors and assigns. The owner of a Policy may
allocate among the Portfolios the amounts available for investment under the
Policy. Chubb Life is a wholly-owned subsidiary of The Chubb Corporation, a New
Jersey corporation.

In the future, subject to receipt of an exemptive order by the Securities
and Exchange Commission, the Trust may sell its shares to other separate
accounts, funding variable annuities and varaiable life policies, established by
Chubb Life, its successors or assigns, or by other insurance companies with
which Chubb Life is affiliated. The Trust may also add or delete Portfolios.

6
<PAGE>

Shares of each Portfolio are both offered and redeemed at their net asset
value without the addition of any sales load or redemption charge. See
"OFFERING AND REDEMPTION OF SHARES."

The investment manager to the Trust is Chubb Investment Advisory
Corporation ("Chubb Investment Advisory" or the "Investment Manager"), a wholly-
owned subsidiary of Chubb Life. Chubb Investment Advisory and the Trust have
contracted with Morgan Guaranty Trust Company of New York ("Morgan" or the
"Sub-Adviser") to act as sub-investment adviser to the Portfolios. Morgan is a
wholly-owned subsidiary of J.P. Morgan and Co. Incorporated.

INVESTMENT OBJECTIVES AND POLICIES
----------------------------------

The investment objectives and policies of each Portfolio are described
below. The investment objectives of a Portfolio, and certain investment
restrictions discussed in the Statement of Additional Information, may be
changed only with the approval of the shareholders of each Portfolio that are
affected by such change. The investment policies of a Portfolio, used in
furtherance of the Portfolio's objectives, may be changed by the Trust's Board
of Trustees (the "Board") without the approval of the Portfolio's shareholders.

Because investment involves both opportunities for gain and risks of loss,
no assurance can be given that the Portfolios will achieve their objectives.
The difference in objectives and policies among the various Portfolios can be
expected to affect each Portfolio's investment return as well as the degree of
market and financial risks to which each Portfolio is subject. Prospective
purchasers of Policies should carefully review the objectives and policies of
the Portfolios and consider their ability to assume the risks involved before
allocating amounts thereunder to particular Divisions.

THE RESOLUTE TREASURY MONEY MARKET PORTFOLIO

INVESTMENT OBJECTIVE: The Resolute Treasury Money Market Portfolio's investment
objective is to provide current income, maintain a high level of liquidity, and
preserve capital.

The Portfolio seeks to achieve its investment objective by investing in
direct obligations of the United States (U.S.) Treasury and engaging in
repurchase agreement transactions with respect to those obligations. The
Portfolio maintains a dollar- weighted average portfolio maturity of not more
than 90 days and invests in the following securities which have effective
maturities of not more than thirteen months.

INVESTMENT POLICIES: TREASURY SECURITIES. The Portfolio will invest in
Treasury Bills, Notes, and Bonds, all of which are backed as to principal and
interest payments by the full faith and credit of the United States of America
("Treasury Securities"). Each such obligation must have a remaining maturity of
thirteen months or less at the time of purchase by the Portfolio. Treasury
Bills have initial maturities of one year or less; Treasury Notes

7
<PAGE>

have initial maturities of one to ten years; and Treasury Bonds generally have
initial maturities of greater than ten years. The Portfolio will not invest in
obligations of U.S. Government Agencies ("U.S. Government Agency Obligations").

The Portfolio also may purchase Treasury Securities on a when-issued or
delayed delivery basis, loan its portfolio securities and may engage in
repurchase and reverse repurchase agreement transactions involving Treasury
Securities. For a discussion of these transactions, see "ADDITIONAL INVESTMENT
INFORMATION."

RISK FACTORS: Obligations of the U.S. Treasury are guaranteed by the U.S.
Government as to the timely payment of principal and interest, but the market
value of such obligations is not guaranteed and may rise and fall in response to
changes in interest rates. Neither the shares of the Trust nor the interests in
the Portfolio are guaranteed or insured by the U.S. Government.

THE RESOLUTE BOND PORTFOLIO

INVESTMENT OBJECTIVE: The Resolute Bond Portfolio's investment objective is to
provide a high total return consistent with moderate risk of capital and
maintenance of liquidity. Total return will consist of income plus realized and
unrealized capital gains and losses. Although the net asset value of the
Portfolio will fluctuate, the Portfolio attempts to preserve the value of its
investments to the extent consistent with its objective.

The Resolute Bond Portfolio is designed for investors who seek a total
return over time that is higher than that generally available from a portfolio
of short-term obligations while acknowledging the greater price fluctuation of
longer-term instruments.

INVESTMENT POLICIES: The Sub-Adviser actively manages the Portfolio's duration,
the allocation of securities across market sectors, and the selection of
specific securities within sectors. Based on fundamental, economic and capital
markets research, the Sub-Adviser adjusts the duration of the Portfolio in light
of market conditions and the Sub-Adviser's interest rate outlook. For example,
if interest rates are expected to fall, the duration may be lengthened to take
advantage of the expected associated increase in bond prices. The Sub-Adviser
also actively allocates the Portfolio's assets among the broad sectors of the
fixed income market including, but not limited to, U.S. Government Agency
Obligations, corporate securities, private placements, asset-backed and
mortgage-related securities. Specific securities which the Sub-Adviser believes
to be undervalued are selected for purchase within the sectors using advanced
quantitative tools, analysis of credit risk, the expertise of a dedicated
trading desk, and the judgment of fixed income portfolio managers and analysts.
Under normal market conditions, the Sub-Adviser intends to keep the Portfolio
essentially fully invested with at least 65% of the Portfolio's assets invested
in bonds.

Duration is a measure of the weighted average maturity of the bonds held in
the Portfolio and can be used as a measure of the sensitivity of the Portfolio's
market value to changes in interest rates. Under normal market

8
<PAGE>

conditions the Portfolio's duration will range between one year shorter and one
year longer than the duration of the U.S. investment grade fixed income
universe. However, the maturities of the individual securities in the Portfolio
may vary widely.

The Sub-Adviser intends to manage the portfolio actively in pursuit of its
investment objective. Portfolio transactions are undertaken principally to
accomplish the Portfolio's objective in relation to expected movements in the
general level of interest rates, but the Portfolio may also engage in short-term
trading consistent with its objective. To the extent the Portfolio engages in
short term trading, it may incur increased transaction costs.

CORPORATE BONDS, ETC. The Portfolio may invest in a broad range of U.S.
dollar-denominated debt securities of domestic and foreign issuers. These
include debt securities of various types and maturities, e.g. debentures, notes,
mortgage securities, equipment trust certificates and other collateralized
securities and zero coupon securities. Collateralized securities are backed by
a pool of assets such as loans or receivables which generate cash flow to cover
the payments due on the securities. Collateralized securities are subject to
certain risks, including a decline in the value of the collateral backing the
security, failure of the collateral to generate the anticipated cash flow or in
certain cases more rapid prepayment because of events affecting the collateral,
such as accelerated prepayment of mortgages or other loans backing these
securities or destruction of equipment subject to equipment trust certificates.
In the event of any such prepayment the Portfolio will be required to reinvest
the proceeds of prepayments at interest rates prevailing at the time of
reinvestment, which may be lower than at time of purchase. In addition, the
value of zero coupon securities which do not pay interest is more volatile than
that of interest bearing debt securities with the same maturity. The Portfolio
does not intend to invest in common stock but may invest to a limited extent in
convertible debt or preferred stock. The Portfolio does not expect to invest
more than 25% of its assets in securities of foreign issuers. See "ADDITIONAL
INVESTMENT INFORMATION" for further information on foreign investment and
convertible securities.

GOVERNMENT OBLIGATIONS, ETC. The Portfolio may invest in obligations
issued or guaranteed by the U.S. Government and backed by the full faith and
credit of the U.S. Government. These securities include Treasury securities,
obligations of the Government National Mortgage Association ("GNMA"), the
Farmers Home Administration and the Export Import Bank. GNMA Certificates are
mortgage-backed securities which evidence an undivided interest in mortgage
pools. These securities are subject to more rapid repayment than their stated
maturity would indicate because prepayments of principal on mortgages in the
pool are passed through to the holder of the securities. During periods of
declining interest rates, prepayments of mortgages in the pool can be expected
to increase. The pass-through of these prepayments would have the effect of
reducing the Portfolio's positions in these securities and requiring the
Portfolio to reinvest the prepayments at interest rates prevailing at the time
of reinvestment. The Portfolio may also invest in obligations issued or
guaranteed by U.S. Government agencies

9
<PAGE>

or instrumentalities where the Portfolio must look principally to the issuing or
guaranteeing agency for ultimate repayment; some examples of agencies or
instrumentalities issuing these obligations are the Federal Farm Credit System,
the Federal Home Loan Banks and the Federal National Mortgage Association.
Although these governmental issuers are responsible for payments on their
obligations, they do not guarantee their market value. The Portfolio may also
invest in municipal obligations which may be general obligations of the issuer
or payable only from specific revenue sources. However, the Portfolio will
invest only in municipal obligations that have been issued on a taxable basis or
have an attractive yield excluding tax considerations. In addition, the
Portfolio may invest in debt securities of foreign governments and governmental
entities denominated, in all cases, in U.S. dollars. See "ADDITIONAL INVESTMENT
INFORMATION" for further information on foreign investments.

MONEY MARKET INSTRUMENTS. The Resolute Bond Portfolio may invest in
various types of money market instruments subject to the quality requirements of
the Resolute Bond Portfolio. See "Quality Information" below and "MONEY MARKET
INSTRUMENTS" in the Statement of Additional Information. Under normal
circumstances, the Portfolio will purchase these securities to invest temporary
cash balances or to maintain liquidity to meet redemptions. However, the
Portfolio may also invest in money market instruments as a temporary defensive
measure taken during, or in anticipation of, adverse market conditions.

United States Government Obligations. See "Government Obligations, etc."
above.

Bank Obligations. The Portfolio may invest in high quality U.S. dollar-
denominated negotiable certificates of deposit, time deposits and bankers'
acceptances of (i) banks, savings and loan associations and savings banks which
have more than $2 billion in total assets and are organized under U.S. federal
or state law, (ii) foreign branches of these banks or of foreign banks of
equivalent size (Euros) and (iii) U.S. branches of foreign banks of equivalent
size (Yankees). The Portfolio may also invest in obligations of international
banking institutions designated or supported by national governments to promote
economic reconstruction, development or trade between nations (e.g., the
European Investment Bank, the Inter-American Development Bank, or the World
Bank). These obligations may be supported by appropriated but unpaid
commitments of their member countries, and there is no assurance these
commitments will be undertaken or met in the future.

Commercial Paper; Bonds. The Portfolio may invest in high quality
commercial paper and corporate bonds issued by U.S. corporations. The Portfolio
may also invest in bonds and commercial paper of foreign issuers if the
obligation is U.S. dollar-denominated and is not subject to foreign withholding
tax.

Asset-Backed Securities. The Portfolio may also invest in securities
generally referred to as asset-backed securities, which directly or indirectly
represent a participation interest in, or are secured by and payable from, a
stream of payments generated by particular assets such as

10
<PAGE>

motor vehicle or credit card receivables. Asset-backed securities provide
periodic payments that generally consist of both interest and principal
payments. Consequently, the life of an asset-backed security varies with the
prepayment experience of the underlying debt instruments.

QUALITY INFORMATION. It is a current policy of the Resolute Bond Portfolio
that under normal circumstances at least 65% of its total assets will consist of
securities that are rated at least A by Moody's Investor Services ("Moody's") or
Standard & Poor's Corporation ("Standard & Poors") or that are unrated and in
the Sub-Adviser's opinion are of comparable quality. In the case of 30% of the
Portfolio's investments, the Portfolio may purchase debt securities that are
rated Baa or better by Moody's or BBB or better by Standard & Poor's or are
unrated and in the Sub-Adviser's opinion are of comparable quality. The
remaining 5% or less of the Portfolio's assets may be invested in debt
securities rated Ba or better by Moody's or BB or better by Standard & Poor's or
are unrated and in the Sub-Adviser's opinion are of comparable quality.
Securities rated Baa by Moody's or BBB by Standard & Poor's are considered
investment grade, but have some speculative characteristics. Securities rated
Ba by Moody's or BB by Standard & Poor's are below investment grade (commonly
known as "junk bonds") and considered to be speculative with regard to payment
of interest and principal. These standards must be satisfied at the time an
investment is made. If the quality of the investment later declines below the
quality required for purchase, the Portfolio may continue to hold the
investment. See "APPENDIX A" in the Statement of Additional Information for
more detailed information on these ratings, and "High Yield/High Risk Bonds" in
the Statement of Additional Information for a discussion of risks associated
with the 5% or less of total assets that may be invested in junk bonds.

The Portfolio may also purchase obligations on a when-issued or delayed
delivery basis, enter into repurchase and reverse repurchase agreements, loan
its portfolio securities, purchase certain privately placed securities and may
use options on securities and securities indexes, futures contracts and options
on futures contracts for hedging and risk management purposes. For a discussion
of these investments and investment techniques, see "ADDITIONAL INVESTMENT
INFORMATION."

RISK FACTORS: If the Resolute Bond Portfolio disposes of an obligation prior to
maturity, it may realize a loss or a gain. An increase in interest rates will
generally reduce the value of portfolio investments, and a decline in interest
rates will generally increase the value of portfolio investments. As a result,
the level of income under such circumstances may vary. In addition, portfolio
investments (other than Treasury securities) are dependent upon the ability of
the issuer to make scheduled payments of principal and income.

THE RESOLUTE EQUITY PORTFOLIO

INVESTMENT OBJECTIVE: The Resolute Equity Portfolio's investment objective is
to provide a high total return from a portfolio comprised of selected equity
securities. Total return will consist of realized and unrealized capital gains
and losses plus income less expenses. The Portfolio invests

11
<PAGE>

primarily in the common stock of large and medium-sized U.S. corporations with
market capitalizations above $1.5 billion.

The Resolute Equity Portfolio is designed for investors who want an
actively managed portfolio of selected equity securities that seeks to
outperform the S&P 500 Index.

INVESTMENT POLICIES: The Sub-Adviser seeks to enhance the Portfolio's total
return relative to that of the universe of large and medium-sized U.S.
corporations, typically represented by the S&P 500 Index, through fundamental
analysis, systematic stock valuation and disciplined portfolio construction.
Based on internal fundamental research, the Sub-Adviser uses a systematic stock
selection process to rank companies within economic sectors according to their
relative value. From the universe of securities this model shows as
undervalued, the Sub-Adviser selects stocks for the Portfolio based on a variety
of criteria including the company's managerial strength, prospects for growth
and competitive position. The Sub-Adviser may under or over-weight selected
economic sectors against the S&P 500 Index's sector weightings to seek to
enhance the Portfolio's total return or reduce the fluctuation in its market
value relative to the Index.

The Portfolio intends to manage its portfolio actively in pursuit of its
investment objective. The Portfolio does not intend to respond to short-term
market fluctuations or to acquire securities for the purpose of short-term
trading; however, it may take advantage of short-term trading opportunities that
are consistent with its objective. To the extent the Portfolio engages in short
term trading it may incur increased transaction costs.

EQUITY INVESTMENTS. During ordinary market conditions, the Sub-Adviser
intends to keep the Portfolio essentially fully invested with at least 65% of
the Portfolio's assets invested in equity securities consisting of common stocks
and other securities with equity characteristics such as preferred stocks,
warrants, rights and convertible securities. The Portfolio's primary equity
investments are the common stocks of large and medium-sized U.S. corporations
and similar securities of foreign corporations. The common stock in which the
Portfolio may invest includes the common stock of any class or series or any
similar equity interest, such as trust or limited partnership interests. These
equity investments may or may not pay dividends and may or may not carry voting
rights. The Portfolio invests in securities listed on a securities exchange or
traded in an over-the-counter market, and may invest in certain restricted or
unlisted securities.

FOREIGN INVESTMENTS. The Portfolio may invest in equity securities of
foreign corporations which may include American Depository Receipts ("ADRs").
However, the Portfolio does not expect to invest more than 30% of its assets at
the time of purchase in securities of foreign issuers, nor does it expect more
than 10% to be in securities of foreign issuers not listed on a national
securities exchange or not denominated or principally traded in U.S. dollars.
For further information on foreign investments and foreign currency exchange
transactions, see "ADDITIONAL INVESTMENT INFORMATION."

The Portfolio also may invest in securities on a when-issued or delayed

12
<PAGE>

delivery basis, enter into repurchase and reverse repurchase agreements, loan
its portfolio securities, purchase certain privately placed securities and money
market instruments (see "Money Market Instruments for the Resolute Equity, Small
Company and International Equity Portfolios" for more information concerning the
types of money market instruments that the Resolute Equity Portfolio may invest
in), and may use options on securities and securities indexes, futures contracts
and options on futures contracts for hedging and risk management purposes. For a
discussion of these investments and investment techniques, see "ADDITIONAL
INVESTMENT INFORMATION."

RISK FACTORS: The foreign securities and ADRs in which the Portfolio may invest
involve special considerations and risks. See "ADDITIONAL INVESTMENT
INFORMATION" below. The prices of the types of securities usually purchased by
the Resolute Equity Portfolio will tend to fluctuate more than the prices of
securities purchased by the Resolute Treasury Money Market and Bond Portfolios.
As a result, the net asset value of the Resolute Equity Portfolio may experience
greater short-term and long-term variations than Portfolios that invest
primarily in fixed income securities.

THE RESOLUTE SMALL COMPANY PORTFOLIO

INVESTMENT OBJECTIVE: The Resolute Small Company Portfolio's investment
objective is to provide a high total return from a portfolio of equity
securities of small companies. Total return will consist of realized and
unrealized capital gains and losses plus income less expenses. The Portfolio
invests at least 65% of the value of its total assets in the common stock of
small U.S. companies primarily with market capitalizations less than $1.5
billion.

The Resolute Small Company Portfolio is designed for investors who are
willing to assume the somewhat higher risk of investing in small companies in
order to seek a higher return over time than might be expected from a portfolio
of stocks of large companies.

INVESTMENT POLICIES: The Sub-Adviser seeks to enhance the Portfolio's total
return relative to that of the U.S. small company universe. To do so, the
Sub-Adviser uses fundamental research, systematic stock valuation and a
disciplined portfolio construction process. The Sub-Adviser continually screens
the universe of small capitalization companies to identify for further analysis
those companies which exhibit favorable characteristics such as significant and
predictable cash flow and high quality management. Based on this investment
process, as well as fundamental research, the Sub-Adviser ranks these companies
within economic sectors according to their relative value. The Sub-Adviser then
selects for purchase the most attractive companies within each economic sector.

The Sub-Adviser uses a disciplined portfolio construction process to seek
to enhance returns and reduce volatility in the market value of the Portfolio
relative to that of the U.S. small company universe, typically represented by
the Russell 2500 Index. The disciplined portfolio construction process involves
continuously screening the small company

13
<PAGE>

universe and consists of three basic steps: first, calculating each company's
internal rate of return ("IRR") based on projected cash flow; second, sorting
those companies within fifteen economic sectors by IRR quintile rank; third,
concentrating purchases in the top two quintiles of each sector and selling
fourth and fifth quintiles. Variance in industry weights from the Russell 2500
are minimized to ensure that stock selection is the principal source of excess
return.

The Sub-Adviser believes that under normal market conditions, the Portfolio
will have sector weightings comparable to that of the U.S. small company
universe, although it may under or over-weight selected economic sectors. In
addition, as a company moves out of the market capitalization range the small
company universe, it generally becomes a candidate for sale by the Portfolio.

The Portfolio intends to manage its investments actively to accomplish its
investment objective. Since the Portfolio has a long-term investment
perspective, it does not intend to respond to short-term market fluctuations or
to acquire securities for the purpose of short-term trading; however, it may
take advantage of short-term trading opportunities that are consistent with its
objective. To the extent the Portfolio engages in short term trading it may
incur increased transaction costs.

PERMISSIBLE INVESTMENTS. The Portfolio may invest in the same types of
securities and use the same investment techniques, subject to the same
limitations, as permitted for the Resolute Equity Portfolio.

RISK FACTORS: The risk factors discussed above in connection with the Resolute
Equity Portfolio also apply to the Resolute Small Company Portfolio. The price
of the securities purchased by the Resolute Small Company Portfolio will tend to
fluctuate more than the prices of securities purchased by the Resolute Bond and
Treasury Money Market Portfolios.

THE RESOLUTE INTERNATIONAL EQUITY PORTFOLIO

INVESTMENT OBJECTIVE: The Resolute International Equity Portfolio's investment
objective is to provide a high total return from a portfolio of equity
securities of foreign corporations. Total return will consist of realized and
unrealized capital gains and losses plus income.

The Resolute International Equity Portfolio is designed for investors with
a long-term investment horizon who want to diversify their investments by adding
international equities and take advantage of investment opportunities outside
the U.S.

INVESTMENT POLICIES: The Portfolio seeks to achieve its investment objective
through country allocation and stock valuation and selection. Based on
fundamental research, quantitative valuation techniques, and experienced
judgment, the Sub-Adviser uses a structured decision-making process to allocate
the Portfolio primarily across the developed countries of the world outside the
United States. This universe is typically represented by the Morgan Stanley
Capital International Europe, Australia and Far East ("EAFE")

14
<PAGE>

Index.

As a general matter, the Portfolio will be invested in a minimum of five
different foreign countries at all times. However, this minimum is reduced to
four when foreign country investments comprise less than 80% of the Portfolio's
net asset value; to three when less than 60% of such value; to two when less
than 40%; and to one when less than 20%.

Using a systematic stock selection process and analysts' industry
expertise, securities within each country are ranked within economic sectors
according to their relative value. Based on this valuation, the Sub-Adviser
selects the securities which appear the most attractive for the Portfolio. The
Sub-Adviser believes that under normal market conditions, economic sector
weightings generally will be similar to those of one or more relevant equity
indexes.

Finally, the Sub-Adviser actively manages currency exposure, in conjunction
with country and stock allocation, in an attempt to protect and possibly enhance
the Portfolio's market value. Through the use of forward foreign currency
exchange contracts, the Sub-Adviser will adjust the Portfolio's foreign currency
weightings to reduce its exposure to currencies deemed unattractive and, in
certain circumstances, increase exposure to currencies deemed attractive, as
market conditions warrant, based on fundamental research, technical factors, and
the judgement of a team of experienced currency managers. For further
information on foreign currency exchange transactions, see "ADDITIONAL
INVESTMENT INFORMATION."

The Portfolio intends to manage its portfolio actively in pursuit of its
investment objective. The Portfolio does not expect to trade in securities for
short-term profits; however, when circumstances warrant, securities may be sold
without regard to the length of time held. To the extent the Portfolio engages
in short term trading it may incur increased transaction costs.

EQUITY INVESTMENTS. Under normal market conditions, the Sub-Adviser
intends to keep the Portfolio essentially fully invested with at least 65% of
the value of its total assets in equity securities of foreign issuers,
consisting of common stocks and other securities with equity characteristics
such as preferred stock, warrants, rights and convertible securities which may
be held through ADRs. The Portfolio's primary equity investments are the common
stock of established companies based in developed countries outside the U.S.
Such investments will be made in at least three foreign countries. The common
stock in which the Portfolio may invest includes the common stock of any class
or series or any similar equity interest such as trust or limited partnership
interests. The Portfolio may also invest in securities of issuers located in
developing countries. See "ADDITIONAL INVESTMENT INFORMATION." The Portfolio
invests in securities listed on the foreign or domestic securities exchanges and
securities traded in foreign or domestic over-the-counter markets, and may
invest in certain restricted or unlisted securities.

The Portfolio may also invest in dollar and non-dollar denominated money

15
<PAGE>

market instruments (see "Money Market Instruments for the Resolute Equity, Small
company and International Equity Portfolios" for more information concerning the
types of money market instruments that the Resolute International Equity
Portfolio may invest in) and securities on a when-issued or delayed delivery
basis, enter into repurchase and reverse repurchase agreements, loan its
portfolio securities, purchase certain privately placed securities and enter
into certain hedging transactions, including options on equity securities,
options on foreign stock indexes and forward foreign currency exchange
contracts. For a discussion of these investments and investment techniques, see
"ADDITIONAL INVESTMENT INFORMATION."

RISK FACTORS: The risk factors discussed above in connection with the Resolute
Equity Portfolio also apply to the Resolute International Equity Portfolio. All
or a significant portion of this Portfolio may be invested in foreign securities
and ADRs, and investors should understand the special considerations and risks
related to such an investment emphasis, including foreign currency risks. See
"ADDITIONAL INVESTMENT INFORMATION."

ADDITIONAL INVESTMENT INFORMATION
---------------------------------

CONVERTIBLE SECURITIES FOR THE RESOLUTE BOND, EQUITY, SMALL COMPANY AND
INTERNATIONAL EQUITY PORTFOLIOS. The Resolute Bond, Equity, Small Company, and
International Equity Portfolios may invest in convertible securities of domestic
and, subject to each Portfolio's restrictions, foreign issuers. The convertible
securities in which the Portfolios may invest include any debt securities or
preferred stock which may be converted into common stock or which carry the
right to purchase common stock. Convertible securities entitle the holder to
exchange the securities for a specified number of shares of common stock,
usually of the same company, at specified prices within a certain period of
time.

WHEN-ISSUED AND DELAYED DELIVERY SECURITIES. Each of the Portfolios may
purchase securities on a when-issued or delayed delivery basis. Delivery of and
payment for these securities may take as long as a month or more after the date
of the purchase commitment. The value of these securities is subject to market
fluctuation during this period and no interest or income accrues to the
Portfolio until settlement. At the time of settlement a when-issued security
may be valued at less than its purchase price. Each Portfolio maintains with
the custodian of the Trust ("Custodian") a separate account with a segregated
portfolio of securities in an amount at least equal to these commitments. For
more information concerning the Custodian for the Trust see "INVESTMENT ADVISORY
AND OTHER SERVICES" in the Statement of Additional Information. When entering
into a when-issued or delayed delivery transaction, the Portfolio will rely on
the other party to consummate the transaction; if the other party fails to do
so, the Portfolio may be disadvantaged. It is the current policy of each
Portfolio not to enter into when-issued commitments exceeding in the aggregate
15% of the market value of the Portfolio's total assets less liabilities other
than the obligations created by these commitments.

REPURCHASE AGREEMENTS. Each of the Portfolios may engage in repurchase
agreement transactions with brokers, dealers or banks that meet the credit

16
<PAGE>

guidelines established by the Trustees. The Resolute Treasury Money Market
Portfolio will only enter into repurchase agreements involving U.S. Treasury
securities. In a repurchase agreement, a Portfolio buys a security from a
seller that has agreed to repurchase it at a mutually agreed upon date and
price, reflecting the interest rate effective for the term of the agreement.
The term of these agreements is usually from overnight to one week. A
repurchase agreement may be viewed as a fully collateralized loan of money by a
Portfolio to the seller. The Portfolio always receives securities as collateral
with a market value at least equal to the purchase price plus accrued interest
and this value is maintained during the term of the agreement. If the seller
defaults and the collateral value declines, the Portfolio might incur a loss.
If bankruptcy proceedings are commenced with respect to the seller, the
Portfolio's realization upon the disposition of collateral may be delayed or
limited. Investments in certain repurchase agreements and certain other
investments which may be considered illiquid are limited. See "Illiquid
Investments; Privately Placed and Other Unregistered Securities" below.

LOANS OF PORTFOLIO SECURITIES. Subject to applicable investment restrictions,
each of the Portfolios is permitted to lend its securities. Each of the
Portfolios may lend its securities if such loans are secured continuously by
cash or equivalent collateral or by a letter of credit in favor of the Portfolio
at least equal at all times to 100% of the market value of the securities
loaned, plus accrued interest. While such securities are on loan, the borrower
will pay the Portfolio any income accruing thereon. Loans will be subject to
termination by a Portfolio in the normal settlement time, generally five
business days after notice, or by the borrower on one day's notice. Borrowed
securities must be returned when the loan is terminated. Any gain or loss in the
market price of the borrowed securities which occurs during the term of the loan
is for the account of the relevant Portfolio and its respective shareholders.
The Portfolios may pay reasonable finders' and custodial fees in connection with
a loan. In addition, the Portfolios will consider all facts and circumstances
including the creditworthiness of the borrowing financial institution, and the
Portfolios will not make any loans in excess of one year. The Portfolios will
not lend their securities to any officer, Trustee, Director, employee, or
affiliate of the Trust, or the Adviser, Sub-Adviser, Administrator or
Distributor, unless otherwise permitted by applicable law.

REVERSE REPURCHASE AGREEMENTS. Each of the Portfolios is permitted to enter
into reverse repurchase agreements. In a reverse repurchase agreement, the
Portfolio sells a security and agrees to repurchase it at a mutually agreed upon
date and price, reflecting the interest rate effective for the term of the
agreement. It may also be viewed as the borrowing of money by the Portfolio
and, therefore, is a form of leverage. Leverage may cause any gains or losses
of the Portfolio to be magnified.

MORTGAGE DOLLAR ROLL TRANSACTIONS. The Resolute Bond Portfolio may engage in
mortgage dollar roll transactions with respect to mortgage securities issued by
certain federal government agencies. In a mortgage dollar roll transaction the
Portfolio sells a mortgage backed security and simultaneously agrees to purchase
a substantially similar security on a specified date at an agreed

17
<PAGE>

upon price. Compensation is derived from the difference of the sales price and
the lower price for the future repurchase as well as by the interest earned on
the reinvestment of the sales proceeds, and in some cases by a commitment fee.

FOREIGN INVESTMENT INFORMATION FOR THE RESOLUTE BOND, EQUITY, SMALL COMPANY,
AND INTERNATIONAL EQUITY PORTFOLIOS. The Resolute Bond, Equity and the Small
Company Portfolios may invest in certain securities of foreign issuers. The
Resolute International Equity Portfolio invests primarily in securities of
foreign issuers. Investment in securities of foreign issuers and in obligations
of foreign branches of domestic banks involves somewhat different investment
risks from those affecting securities of U.S. domestic issuers. There may be
limited publicly available information with respect to foreign issuers, and
foreign issuers are not generally subject to uniform accounting, auditing and
financial standards and requirements comparable to those applicable to domestic
companies. Dividends and interest paid by foreign issuers may be subject to
withholding and other foreign taxes which may decrease the net return on foreign
investments as compared to dividends and interest paid to these Portfolios by
domestic companies.

Investors should realize that the value of each Portfolio's investments in
foreign securities may be adversely affected by changes in political or social
conditions, diplomatic relations, confiscatory taxation, expropriation,
nationalization, limitation on the removal of funds or assets, or imposition of
(or change in) exchange control or tax regulations in those foreign countries.
In addition, changes in government administrations or economic or monetary
policies in the U.S. or abroad could result in appreciation or depreciation of
portfolio securities and could favorably or unfavorably affect the Portfolio's
operations. Furthermore, the economies of individual foreign nations may differ
from the U.S. economy, whether favorably or unfavorably, in areas such as growth
of gross national product, rate of inflation, capital reinvestment, resource
self-sufficiency and balance of payments position; it may also be more difficult
to obtain and enforce a judgment against a foreign issuer. Any foreign
investments made by the Portfolios must be made in compliance with the U.S. and
foreign currency restrictions and tax laws restricting the amounts and types of
foreign investments.

In addition, while the volume of transactions effected on foreign stock
exchanges has increased in recent years, in most cases it remains appreciably
below that of domestic security exchanges. Accordingly, a Portfolio's foreign
investments may be less liquid and their prices may be more volatile than
comparable investments in securities of the U.S. companies. Moreover, the
settlement periods for foreign securities, which are often longer than those for
securities of the U.S. issuers, may affect portfolio liquidity. In buying and
selling securities on foreign exchanges, purchasers normally pay fixed
commissions that are generally higher than the negotiated commissions charged in
the U.S. In addition, there is generally less government supervision and
regulation of securities exchanges, brokers and issuers located in foreign
countries than in the U.S.

Although the Resolute International Equity Portfolio invests primarily

18
<PAGE>

in securities of established companies based in developed countries, it may also
invest in securities of issuers in "emerging markets." Emerging markets include
any country which in the opinion of the Sub-Adviser is generally considered to
be an emerging or developing country by the international financial community.
These countries generally include every country in the world except the U.S.,
Canada, Japan, Australia, New Zealand and most countries in Western Europe.
Investments in securities of emerging markets countries entails a high degree of
risk. Investment in securities of issuers in emerging markets carry all of the
risks of investing in securities of foreign issuers outlined in this section to
a heightened degree. These heightened risks include (i) greater risks of
expropriation, confiscatory taxation, nationalization, and less social,
political and economic stability; (ii) the small current size of the markets for
securities of emerging markets issuers and the currently low or non-existent
volume of trading, resulting in lack of liquidity and in price volatility; (iii)
certain national policies which may restrict the Portfolio's investment
opportunities including restrictions on investing in issuers or industries
deemed sensitive to relevant national interests; and (iv) the absence of
developed legal structures governing private or foreign investment and private
property.

Each of the Portfolios, other than the Resolute Treasury Money Market
Portfolio, may invest in securities of foreign issuers directly or in the form
of ADRs, European Depository Receipts ("EDRs") or other similar securities of
foreign issuers. These securities may not necessarily be denominated in the same
currency as the securities they represent. ADRs are receipts typically issued
by a U.S. bank or trust company evidencing ownership of the underlying foreign
securities. Certain such institutions issuing ADRs may not be sponsored by the
issuer of the underlying foreign securities. A non-sponsored depository may not
provide the same shareholder information that a sponsored depository is required
to provide under its contractual arrangements with the issuer of the underlying
foreign securities. EDRs are receipts issued by a European financial institution
evidencing a similar arrangement. Generally, ADRs, in registered form, are
designed for use in the U.S. securities markets, and EDRs, in bearer form, are
designed for use in European securities markets.

In the case of the Resolute Equity, Small Company and International Equity
Portfolios, since investments in foreign securities involve foreign currencies,
the value of their assets as measured in U.S. dollars may be affected favorably
or unfavorably by changes in currency rates and in exchange control regulations,
including currency blockage. See "Foreign Currency Exchange Transactions for
the Resolute Equity, Small Company and International Equity Portfolios" below.

FOREIGN CURRENCY EXCHANGE TRANSACTIONS FOR THE RESOLUTE EQUITY, SMALL COMPANY
AND INTERNATIONAL EQUITY PORTFOLIOS. Because the Resolute Equity, Small Company
and International Equity Portfolios buy and sell securities denominated in
currencies other than the U.S. dollar, and receive interest, dividends and sale
proceeds in currencies other than the U.S. dollar, the Resolute Equity and Small
Company Portfolios may, and the Resolute International Equity Portfolio will,
enter from time to time into foreign currency exchange transactions. The
Portfolios either enter into these

19
<PAGE>

transactions on a spot (i.e. cash) basis at the spot rate prevailing in the
foreign currency exchange market, or use forward contracts to purchase or sell
foreign currencies. The cost of a Portfolio's currency exchange transactions
will generally be the difference between the bid and offer spot rate of the
currency being purchased or sold.

A forward foreign currency exchange contract is an obligation by the
Portfolio to purchase or sell a specific currency at a future date, which may be
any fixed number of days from the date of the contract. Forward foreign
currency exchange contracts establish an exchange rate at a future date. These
contracts are entered into in the interbank market directly between currency
traders (usually large commercial banks) and their customers. A forward foreign
currency exchange contract generally has no deposit requirement, and is traded
at a net price without commission. The Portfolios will not enter into forward
contracts for speculative purposes. Neither spot transactions nor forward
foreign currency exchange contracts eliminate fluctuations in the prices of the
Portfolio's securities, or prevent loss if the prices of these securities should
decline.

Each of these Portfolios may enter into foreign currency exchange
transactions in an attempt to protect against changes in foreign currency
exchange rates between the trade and settlement dates of specific securities
transactions or anticipated securities transactions. The Portfolios may also
enter into forward contracts to protect against a change in foreign currency
exchange rates that would cause a decline in the value of existing investments
denominated or principally traded in a foreign currency. To do this, a
Portfolio would enter into a forward contract to sell the foreign currency in
which the investment is denominated, or principally traded, in exchange for U.S.
dollars or in exchange for another foreign currency. A Portfolio will only
enter into forward contracts to sell a foreign currency in exchange for another
foreign currency if the Sub-Adviser expects the foreign currency purchased to
appreciate against the U.S. dollar more than the foreign currency exchanged.

Although these transactions are intended to minimize the risk of loss due
to a decline in the value of the hedged currency, at the same time they tend to
limit any potential gain that might be realized should the value of the hedged
currency increase. In addition, forward contracts that convert a foreign
currency into another foreign currency will cause the Portfolio to assume the
risk of fluctuations in the value of the currency purchased vis-a-vis the
hedged currency and the U.S. dollar. The precise matching of the forward
contract amounts and the value of the securities involved will not generally be
possible because the future value of such securities in foreign currencies will
change as a consequence of market movements in the value of such securities
between the date the forward contract is entered into and the date it matures.
The projection of currency market movements is extremely difficult, and the
successful execution of a hedging strategy is highly uncertain.

ILLIQUID INVESTMENTS; PRIVATELY PLACED AND OTHER UNREGISTERED SECURITIES.
Subject to the limitations described below, each of the Portfolios may acquire
investments that are illiquid or have limited liquidity, such as

20
<PAGE>

investments that are not registered under the Securities Act of 1933 (the "1933
Act") and cannot be offered for public sale in the U.S. without first being
registered under the 1933 Act. An illiquid investment is any investment that
cannot be disposed of within seven days in the normal course of business at
approximately the amount at which it is valued by the Portfolio. The price the
Portfolio pays for illiquid securities or receives upon resale may be lower than
the price paid or received for similar securities with a more liquid market.
Accordingly, the valuation of these securities will reflect any limitations on
their liquidity.

Acquisitions of illiquid investments by the Portfolios is subject to the
following non-fundamental policies. The Resolute Treasury Money Market
Portfolio may not acquire any illiquid securities if, as a result thereof, more
than 10% of the market value of the Portfolio's total assets would be in
illiquid investments. The Resolute Bond, Equity, Small Company and
International Equity Portfolios may not invest in illiquid securities if, as a
result more than 15% of the market value of its total assets would be invested
in illiquid securities. Each of the Portfolios may also purchase Rule 144A
securities sold to institutional investors without registration under the 1933
Act. These securities may be determined to be liquid in accordance with
guidelines established by the Sub-Adviser and approved by the Trustees. The
Trustees will monitor the Sub-Adviser's implementation of these guidelines on a
periodic basis.

FUTURES AND OPTIONS TRANSACTIONS FOR THE RESOLUTE BOND, EQUITY, SMALL COMPANY
AND INTERNATIONAL EQUITY PORTFOLIOS. Each of these Portfolios is permitted to
enter into the futures and options transactions described in the "APPENDIX" to
this Prospectus for both hedging and risk management purposes, although not for
speculation. For more detailed information about these transactions, see the
"APPENDIX" to this Prospectus and "OPTIONS AND FUTURES TRANSACTIONS" in the
Statement of Additional Information.

MONEY MARKET INSTRUMENTS FOR THE RESOLUTE BOND, EQUITY, SMALL COMPANY AND
INTERNATIONAL EQUITY PORTFOLIOS. The Resolute Bond, Equity, Small Company and
International Equity Portfolios are permitted to invest in money market
instruments, although each of these Portfolios intends to stay invested in
equity securities (or in the case of the Resolute Bond Portfolio, long-term
fixed income securities), to the extent practical in light of its objectives and
long-term investment perspective. These Portfolios may make money market
investments pending other investment or settlement, for liquidity or in adverse
market conditions. The money market investments permitted for these Portfolios
are the same as for the Resolute Bond Portfolio and include obligations of the
U.S. Government and its agencies and instrumentalities, other debt securities,
commercial paper, bank obligations and repurchase agreements, (see "THE RESOLUTE
BOND PORTFOLIO-Money Market Instruments"). The Portfolio for the Resolute
International Equity Portfolio may also invest in short-term obligations of
sovereign foreign governments, their agencies, instrumentalities and political
subdivisions. For more detailed information about these money market
instruments, see "INVESTMENT OBJECTIVES AND POLICIES" in the Statement of
Additional Information.

INVESTMENT RESTRICTIONS
-----------------------

21
<PAGE>

Investments of the Portfolios are further restricted by certain policies
that may not be changed without the approval of the holders of the outstanding
shares of each Portfolio. See "INVESTMENT RESTRICTIONS" in the Statement of
Additional Information.

MANAGEMENT OF THE TRUST AND THE PORTFOLIOS
------------------------------------------

The Board is responsible for the administration of the affairs of the
Trust. Pursuant to the Declarations of Trust for the Trust, the Trustees of the
Trust ("Trustees") decide upon matters of general policy and review the actions
of the Investment Manager, Sub-Adviser and other service providers.

The Trust's investment manager is Chubb Investment Advisory, a registered
investment adviser, which is a wholly owned subsidiary of Chubb Life. Its
address is One Granite Place, Concord, NH 03301. It provides supervisory
investment advice, acts as transfer and dividend disbursing agent for the Trust
and provides certain administrative services for all the Trust's Portfolios.
Its investment advisory services include, among other things, recommending and
overseeing the activities if the Sub- Adviser and reviewing practices of broker-
dealers selected by the Sub-adviser. The cost of such services is included in
the investment management fee described below. Chubb Investment Advisory also
acts as investment manager and administrator to other open-end management
investment companies.

As noted above, Chubb Investment Advisory acts as transfer agent and
dividend paying agent for the Trust and assumes a number of administrative
functions in addition to its investment management services. For example, Chubb
Investment Advisory prepares and distributes Proxy statements, Prospectuses,
Statements of Additional Information, Reports and other communications with
stockholders; schedules, plans the agenda for, and conducts the meetings of the
Board and shareholders; and prepares and files tax returns and reports which
federal, state, local or foreign laws may require. The cost of preparing,
printing and distributing all materials and holding such meetings is borne by
the Trust. The Trust also pays certain other expenses which are described under
the heading "INVESTMENT ADVISORY AND OTHER SERVICES" in the Statement of
Additional Information.

The Sub-Adviser for the Portfolios is Morgan Guaranty Trust Company of of
New York, a New York trust company which conducts a general banking and trust
business, and maintains its principal office at 60 Wall Street, New York, New
York 10260. Morgan is a wholly owned subsidiary of J.P. Morgan & Co.
Incorporated, a bank holding company organized under the laws of Delaware.
Through offices in New York City and abroad Morgan and its affiliates offer a
wide range of services to governmental, institutional, corporate and individual
customers and acts as investment adviser to individual and institutional
clients. As of December 31, 19xx Morgan and its affiliates had total combined
assets under management of approximately $xxx billion, (of which Morgan advises
over $xx billion).

Morgan provides investment advice and portfolio management services to each
Portfolio. Subject to the supervision of the Trustees and the Investment
Manager, Morgan makes each Portfolio's day-to-day investment

22
<PAGE>

decisions, arranges for the execution of portfolio transactions and generally
manages each Portfolio's investments.

Morgan uses a sophisticated, disciplined, collaborative process for
managing all asset classes. The following persons are primarily responsible for
the day-to-day management and implementation of Morgan's process for the
respective Portfolios (the inception date of each person's responsibility for a
Portfolio and their business experience for the past 5 years are indicated
parenthetically): the Resolute Treasury Money Market Portfolio: James A. Hayes,
Vice President (since November, 1993, employed by Morgan since prior to 1988)
and Robert R. Johnson, Vice President (since November, 1993, employed by Morgan
since 1988); the Resolute Bond Portfolio: William G. Tenille, Vice President
(since January, 1994, employed by the Morgan since March, 1992, previously
Managing Director, Manufacturers Hanover Trust Company) and Connie J. Plaehn,
Vice President (since January, 1994, employed by Morgan since prior to 1989);
the Resolute Equity Portfolio: William B. Petersen, Managing Director (since
November, 1993, employed by Morgan since prior to 1988) and William M. Riegel,
Jr., Vice President (since November, 1993, employed by Morgan since prior to
1988); the Resolute Small Company Portfolio: James B. Otness, Managing Director
(since November, 1993, employed by Morgan since prior to 1988) and Fred W.
Kittler, Vice President (since November, 1993, employed by Morgan since prior to
1988); and the Resolute International Equity Portfolio: Paul A Quinsee, Vice
President (since November, 1993, employed by Morgan since February, 1992,
previously Vice President, Citibank) and Thomas P. Madsen, Managing Director
(since November, 1993, employed by Morgan since prior to 1988).

Investment management fees are paid by the Trust to Chubb Investment
Advisory monthly at an annual rate based on a percentage of the average daily
net asset value of the each Portfolio. The compensation to the Sub-Adviser is
paid directly from the investment management fees by Chubb Investment Advisory.
The fees of Chubb Investment Advisory and the Sub-Adviser are set forth in the
table below as an annual percentage of the average daily net asset value of each
Portfolio:

<TABLE>
<CAPTION>
Investment
Manager Sub-Adviser Total
-----------------------------------------

<S> <C> <C> <C>
The Resolute Treasury
Money Market Portfolio .40% .20% .40%

The Resolute Bond
Portfolio .50% .30% .50%

The Resolute Equity
Portfolio .60% .40% .60%

The Resolute Small
Company Portfolio .80% .60% .80%

The Resolute Inter-
national Equity Portfolio .80% .60% .80%
</TABLE>

23
<PAGE>

Chubb Life and Morgan have agreed that for the first two years of the
Trust's existence they will each assume fifty percent of the expenses of each
Portfolio of the Trust in excess of .60%, .75%, .90%, 1.15% and 1.20% of the
average daily net asset value respectively of the Resolute Treasury Money
Market, Bond, Equity, Small Company and International Equity Portfolios.

For more information concerning the payment of expenses of the Trust, see
"INVESTMENT ADVISORY AND OTHER SERVICES" in the Statement of Additional
Information.

CAPITAL SHARES

The Trust issues a separate series of shares of beneficial interest for
each Portfolio. Each share issued with respect to a Portfolio has a pro rata
interest in all the assets of that Portfolio. Each share is entitled to one
vote on all matters submitted to a vote of all shareholders of the Trust, and
fractional shares are entitled to a corresponding fractional vote. Shares of a
Portfolio will be voted separately from shares of other Portfolios on matters
affecting only that Portfolio, including approval of the investment management
agreement, the sub-investment advisory agreement, and changes in fundamental
investment policies of that Portfolio. The assets of each Portfolio are charged
with the liabilities of that Portfolio and a proportionate share of the general
liabilities of the Trust. All shares may be redeemed at any time.

As a Delaware Business Trust, the Trust is not required to hold regular
annual shareholder meetings and, in the normal course, does not expect to hold
such meetings. The Trust is, however, required to hold shareholder meetings for
such purposes as, for example: (i) approving certain agreements as required by
the 1940 Act; (ii) changing fundamental investment objectives and restrictions
of the Portfolios; and (iii) filling vacancies on the Board in the event that
less than a majority of the Trustees were elected by shareholders. The Trust
expects that there will be no meetings of shareholders for the purpose of
electing trustees unless and until such time as less than a majority of the
trustees holding office have been elected by shareholders. At such time, the
trustees then in office will call a shareholder meeting for the election of
trustees. In addition, holders of record of not less than two-thirds of the
outstanding shares of the Trust may remove a Trustee from office by a vote cast
in person or by proxy at a shareholder meeting called for that purpose at the
request of holders of 10% or more of the outstanding shares of the Trust. The
Trust has the obligation to assist in any such shareholder communications.
Except as set forth above, Trustees will continue in office and may appoint
successor Trustees.

Chubb Life purchased 100,000 shares of each of the Resolute Bond, Resolute
Equity, Small Company and International Equity Portfolios for its general
account. The purchase price of each share was $10.00. All other shares are
being offered only to corresponding divisions of separate accounts established
by Chubb Life or its affiliated insurance companies. Chubb Life's ownership of
greater than 25% of these Portfolios may result in Chubb Life being deemed to be
a controlling entity of them. The shares held in a separate account which are
attributable to Policies will be voted by Chubb

24
<PAGE>

Life or its affiliated insurance companies in accordance with instructions
received from the owners of Policies. The shares held by Chubb Life or its
affiliated insurance companies, including shares for which no voting
instructions have been received, shares held in the separate account
representing charges imposed by Chubb Life or its affiliated insurance companies
against the separate account and shares held by Chubb Life or its affiliated
insurance companies that are not otherwise attributable to Policies, will also
be voted by Chubb Life or its affiliated insurance companies in proportion to
instructions received from the owners of Policies. Chubb Life and its affiliated
insurance companies reserve the right to vote any or all such shares at their
discretion to the extent consistent with then current interpretations of the
Investment Company Act of 1940 and rules thereunder.

TAXES AND DIVIDENDS

Each Portfolio intends to qualify as a "regulated investment company" under
Subchapter M of the Internal Revenue Code (the "Code"). It is the Trust's
policy to comply with the provisions of the Code regarding distribution of
investment income. Under those provisions, a Portfolio will not be subject to
federal income tax on that portion of its ordinary income and net capital gains
distributed to shareholders.

The Trust expects that each Portfolio will declare and distribute by the
end of each calendar year all or substantially all ordinary income and net
capital gains, if any, from the sale of investments. Failure to distribute
substantially all ordinary and net capital gains, as described, may subject the
Trust to an excise tax.

Dividends from ordinary income will be declared and distributed with
respect to each Portfolio at least once each year. Ordinary income of each
Portfolio is the investment company taxable income as defined in Section 852(b)
of the Code determined (1) without excluding the amount of net capital gain, if
any, (2) without allowance of the deduction for dividends paid, (3) without
taking into account any gain or loss from the sale or exchange of a capital
asset, and (4) by treating the calendar year as each Portfolio's taxable year.
All dividends and distributions will be automatically reinvested in additional
shares of the Portfolio with respect to which dividends have been declared, at
net asset value, as of the ex-dividend date of such dividends.

Section 817(h) of the Code and regulations thereunder set standards for
diversification of the investments underlying variable life insurance policies
in order for such policies to be treated as life insurance. These requirements,
which are in addition to diversification requirements applicable to the
Portfolios under Subchapter M and the Investment Company Act of 1940, may affect
the composition of a Portfolio's investments. Since the shares of the Trust are
currently sold to segregated asset accounts underlying such variable life
insurance policies, the Trust intends to comply with the diversification
requirements as set forth in the regulations.

The Secretary of the Treasury may in the future issue additional

25
<PAGE>

regulations or revenue rulings that will prescribe the circumstances in which a
policyowner's control of the investments of a separate account may cause the
policyowner, rather than the insurance company, to be treated as the owner of
assets of the separate account. Failure to comply with Section 817(h) of the
Code or any regulation thereunder, or with any regulations or revenue rulings on
policyowner control, if promulgated, would cause earnings regarding a
policyowner's interest in the separate account to be includible in the
policyowner's gross income in the year earned.

OFFERING AND REDEMPTION OF SHARES

Shares of each Portfolio are currently offered only to a corresponding
division of a separate account to which premiums have been allocated by the
owner of a Policy. Shares are sold and redeemed at their net asset value as
next determined following receipt by the separate account of premium payments,
surrender requests under Policies, loan payments, transfer requests, and similar
or related transactions through the separate account.

Although neither Chubb Life, its affiliates or the Trust currently foresees
any disadvantages to offering the Trust's shares to additional separate
accounts, funding variable annuities and variable life insurance policies,
established by Chubb Life or its affiliated insurance companies, there is a
possibility that a material conflict may arise between the interests of the
different separate accounts. Remedial action may include withdrawal by a
separate account from participation in the Trust. The Board intends to monitor
events in order to identify any material conflicts and to determine what action,
if any, should be taken in response thereto.

Net asset value is normally determined as of the close of regular trading
on the New York Stock Exchange (presently 4:00 p.m.) on each day during which
the New York Stock Exchange is open for trading.

An equity security listed on a stock exchange is valued at the closing sale
price on the exchange on which such security is principally traded. If no sale
took place, the mean of the bid and asked prices at the close of trading is
used. A security not listed on a stock exchange is valued at the closing sale
price as reported on a readily available market quotation system, or, if no
sales took place, the mean of the bid and asked prices at the close of trading
in the over-the-counter market. Quotations of foreign securities in foreign
currencies are converted to U.S. dollar equivalents using appropriately
translated foreign market closing prices.

Trading in securities on exchanges in European and Far Eastern countries,
and in over-the-counter markets in such other nations, is normally completed
well before the close of trading on the New York Stock Exchange. Trading of
European and Far Eastern securities, either generally or in a particular country
or countries, may not take place on every day on which the New York Stock
Exchange is open. Furthermore, trading takes place in Japanese markets on
certain Saturdays, and in various foreign markets on days which are not business
days in New York and on which the Trust's net asset value is not normally
calculated. The calculation of the net asset value of those Portfolios which do
such trading, therefore, may not take place

26
<PAGE>

contemporaneously with the determination of the prices of many of the securities
of each such Portfolio which are used in making the calculation of net asset
value. Occasionally, events affecting the values of such securities may occur
between the times at which they are determined and the close of the New York
Stock Exchange, which events may not be reflected in the computation of a
Portfolio's net asset value. If, during such periods, events occur which
materially affect the value of the securities of a Portfolio, and during such
periods either shares are tendered for redemption or a purchase or sale order is
received by the Trust, such securities will be valued at fair value as
determined in good faith by the Board.

Debt securities having remaining maturities of 60 days or less are valued
on a amortized cost basis unless the Board determines that such method does not
represent fair value. This procedure values a purchased instrument at cost on
the date of purchase. It thereafter assumes a constant rate of amortization of
any discount or premium and of accrual of interest income, regardless of any
intervening change in general interest rates or the market value of the
instrument.

Options and convertible preferred stocks listed on a national securities
exchange are valued as of their last sale price or, if there is no sale, at the
current bid price. Futures contracts are valued as of their last sale price or,
if there is no sale, at the latest available bid price.

All other securities and assets are valued at their fair value as
determined in good faith by the Board.

With the approval of the Board, the Trust may utilize a pricing service, a
bank, or a broker-dealer experienced in such matters to perform any of the
above-described valuation functions.

OTHER INFORMATION

Shares of the Portfolios are presently offered only to corresponding
divisions of separate accounts established by Chubb Life or its affiliated
insurance companies in order to fund the Policies. In the future, however, the
shares of the Portfolios may also be offered to separate accounts of Chubb Life
or affiliates of Chubb Life in order to fund additional variable life insurance
policies or variable annuity contracts offered by Chubb Life or its affiliates.

A potential for certain conflicts exists between the interests of variable
life insurance policyowners and variable annuity contract owners. In the event
that shares of the Portfolios are offered to separate accounts funding variable
annuity contracts, the Board intends to monitor events for the existence of any
material conflict between the interests of variable life insurance policyowners
and variable annuity contract owners and to determine what action, if any,
should be taken in response thereto.

27
<PAGE>

APPENDIX

The Resolute Bond Portfolio may (a) purchase and sell exchange traded and
over the counter ("OTC") put and call options on fixed income securities and
indexes of fixed income securities, (b) purchase and sell futures contracts on
fixed income securities and indexes of fixed income securities and (c) purchase
and sell put and call options on futures contracts on fixed income securities
and indexes of fixed income securities.

The Resolute Equity, Small Company and International Equity Portfolios may
(a) purchase and sell exchange traded and OTC put and call options on equity
securities or indexes of equity securities, (b) purchase and sell futures
contracts on indexes of equity securities, and (c) purchase and sell put and
call options on futures contracts on indexes of equity securities.

Each of these Portfolios may use futures contracts and options for hedging
and risk management purposes. See "RISK MANAGEMENT" in the Statement of
Additional Information. None of the Portfolios may use futures and options for
speculation.

Each of these Portfolios may utilize options and futures contracts to
manage its exposure to changing interest rates and/or security prices. Some
options and futures strategies, including selling futures contracts and buying
puts, tend to hedge a Portfolio's investments against price fluctuations. Other
strategies, including buying futures contracts, writing puts and calls, and
buying calls, tend to increase market exposure. Options and futures contracts
may be combined with each other or with forward contracts in order to adjust the
risk and return characteristics of a Portfolio's overall strategy in a manner
deemed appropriate to the Sub-Adviser and consistent with a Portfolio's
objective and policies. Because combined options positions involve multiple
trades, they result in higher transaction costs and may be more difficult to
open and close out.

The use of options and futures is a highly specialized activity which
involves investment strategies and risks different from those associated with
ordinary portfolio securities transactions, and there can be no guarantee that
their use will increase a Portfolio's return. While the use of these
instruments by a Portfolio may reduce certain risks associated with owning its
portfolio securities, these techniques themselves entail certain other risks.
If the Sub-Adviser applies a strategy at an inappropriate time or judges market
conditions or trends incorrectly, options and futures strategies may lower a
Portfolio's return. Certain strategies limit a Portfolio's possibilities to
realize gains as well as limiting its exposure to losses. The Portfolio could
also experience losses if the prices of its options and futures positions were
poorly correlated with its other investments, or if it could not close out its
positions because of an illiquid secondary market. In addition, a Portfolio
will incur transaction costs, including trading commissions and option premiums,
in connection with its futures and options transactions and these transactions
could significantly increase the Portfolio's turnover rate.

The Portfolios will not purchase or sell (write) futures contracts,

28
<PAGE>

options, or futures contracts or commodity options for risk management purposes
if, as a result, the aggregate initial margin and options premiums required to
establish these positions exceed 5% of the net asset value of such Portfolio.

OPTIONS

PURCHASING PUT AND CALL OPTIONS. By purchasing a put option, a Portfolio
obtains the right (but not the obligation) to sell the instrument underlying the
option at a fixed strike price. In return for this right, the Portfolio pays
the current market price for the option (known as the option premium). Options
have various types of underlying instruments, including specific securities,
indexes of securities, indexes of securities prices, and futures contracts. The
Portfolio may terminate its position in a put option it has purchased by
allowing it to expire or by exercising the option. The Portfolio may also close
out a put option position by entering into an offsetting transaction, if a
liquid market exists. If the option is allowed to expire, the Portfolio will
lose the entire premium it paid. If the Portfolio exercises a put option on a
security, it will sell the instrument underlying the option at the strike price.
If the Portfolio exercises an option on an index, settlement is in cash and does
not involve the actual sale or securities. If an option is American Style, it
may be exercised on any day up to its expiration date. A European style option
may be exercised only on its expiration date.

The buyer of a typical put option can expect to realize a gain if the price
of the underlying instrument falls substantially. However, if the price of the
instrument underlying the option does not fall enough to offset the cost of
purchasing the option, a put buyer can expect to suffer a loss (limited to the
amount of the premium paid, plus related transaction costs).

The features of call options are essentially the same as those of put
options, except that the purchaser of a call option obtains the right to
purchase, rather than sell, the instrument underlying the option at the option's
strike price. A call buyer typically attempts to participate in potential price
increases of the instrument underlying the option with risk limited to the cost
of the option if security prices fall. At the same time, the buyer can expect
to suffer a loss if security prices do not rise sufficiently to offset the cost
of the option.

SELLING (WRITING) PUT AND CALL OPTIONS. When a Portfolio writes a put
option, it takes the opposite side of the transaction from the option's
purchaser. In return for receipt of the premium, the Portfolio assumes the
obligation to pay the strike price for the instrument underlying the option if
the other party to the option chooses to exercise it. The Portfolio may seek to
terminate its position in a put option it writes before exercise by purchasing
an offsetting option in the market at its current price. However, if the market
is not liquid for a put option the Portfolio has written, the Portfolio must
continue to be prepared to pay the strike price while the option is outstanding,
regardless of price changes, and must continue to post margin as discussed
below.

29
<PAGE>

If the price of the underlying instrument rises, a put writer would
generally expect to profit, although its gain would be limited to the amount of
the premium it received. If security prices remain the same over time, it is
likely that the writer will also profit, because it should be able to close out
the option at a lower price. If security prices fall, the put writer would
expect to suffer a loss. However, this loss should be less than the loss from
purchasing and holding the underlying instrument directly, because the premium
received for writing the option should offset a portion of the decline.

Writing a call option obligates a Portfolio to sell or deliver the option's
underlying instrument in return for the strike price upon exercise of the
option. The characteristics of writing call options are similar to those of
writing put options, except that writing calls generally is a profitable
strategy if prices remain the same or fall. Through receipt of the option
premium a call writer offsets part of the effect of a price decline. At the
same time, because a call writer must be prepared to deliver the underlying
instrument in return for the strike price, even if its current value is greater,
a call writer gives up some ability to participate in security price increases.

The writer of an exchange traded put or call option on a security, an index
of securities or a futures contract is required to deposit cash or securities or
a letter of credit as margin and to make mark to market payments of variation
margin as the position becomes unprofitable.

OPTIONS ON INDEXES. Each Portfolio permitted to enter into options
transactions may purchase and sell (write) put and call options on any
securities index based on securities in which the Portfolio may invest. Options
on securities indexes are similar to options on securities, except that the
exercise of securities index options are settled by cash payment and does not
involve the actual purchase or sale of securities. In addition, these options
are designed to reflect price fluctuations in a group of securities or segment
of the securities market rather than price fluctuations in a single security. A
Portfolio, in purchasing or selling index options, is subject to the risk that
the value of its portfolio securities may not change as much as an index because
the Portfolio's investments generally will not match the composition of an
index.

For a number of reasons, a liquid market may not exist and thus a Portfolio
may not be able to close out an option position that it has previously entered
into. When a Portfolio purchases an OTC option, it will be relying on its
counterparty to perform its obligations, and a Portfolio may incur additional
losses if the counterparty is unable to perform.

FUTURES CONTRACTS

When a Portfolio purchases a futures contract, it agrees to purchase a
specified quantity of an underlying instrument at a specified future date or to
make a cash payment based on the value of a securities index. When a Portfolio
sells a futures contract, it agrees to sell a specified quantity of the
underlying instrument at a specified future date or to receive a cash

30
<PAGE>

payment based on the value of a securities index. The price at which the
purchase and sale will take place is fixed when the Portfolio enters into the
contract. Futures can be held until their delivery dates or the position can be
(and normally is) closed out before then. There is no assurance, however, that a
liquid market will exist when the Portfolio wishes to close out a particular
position.

When a Portfolio purchases a futures contract, the value of the futures
contract tends to increase and decrease in tandem with the value of its
underlying instrument. Therefore, purchasing futures contracts will tend to
increase a Portfolio's exposure to positive and negative price fluctuations in
the underlying instrument, much as if it had purchased the underlying instrument
directly. When a Portfolio sells a futures contract, by contrast, the value of
its futures position will tend to move in a direction contrary to the value of
the underlying instrument. Selling futures contracts, therefore, will tend to
offset both positive and negative market price changes, much as if the
underlying instrument has been sold.

The purchaser or seller of a futures contract is not required to deliver or
pay for the underlying instrument unless the contract is held until the delivery
date. However, when a Portfolio buys or sells a futures contract it will be
required to deposit "initial margin" with its custodian in a segregated account
in the name of its futures broker, known as a futures commission merchant
("FCM"). Initial margin deposits are typically equal to a small percentage of
the contract's value. If the value of either party's position declines, that
party will be required to make additional "variation margin" payments equal to
the change in value on a daily basis. The party that has a gain may be entitled
to receive all or a portion of this amount. A Portfolio may be obligated to
make payments of variation margin at a time when it is disadvantageous to do so.
Furthermore, it may not always be possible for a Portfolio to close out its
futures positions. Until it closes out a futures position, a Portfolio will be
obligated to continue to pay variation margin. Initial and variation margin
payments do not constitute purchasing on margin for purposes of the Portfolio's
investment restrictions. In the event of the bankruptcy of an FCM that holds
margin on behalf of a Portfolio, the Portfolio may be entitled to return of
margin owed to it only in proportion to the amount received by FCM's other
customers, potentially resulting in losses to the Portfolio.

Each Portfolio will segregate liquid, high quality assets in connection
with its use of options and futures contracts to the extent required by the
staff of the Securities and Exchange Commission ("SEC"). Securities held in a
segregated account cannot be sold while the futures contract or option is
outstanding, unless they are replaced with other suitable assets. As a result,
there is a possibility that segregation of a large percentage of a Portfolio's
assets could impede portfolio management or the Portfolio's ability to meet
redemption requests or other current obligations.

For further information about the Portfolio's use of futures and options
and a more detailed discussion of associated risks, see "INVESTMENT OBJECTIVES
AND POLICIES" in the Statement of Additional Information.

31
<PAGE>

THE CHUBB SERIES TRUST
CROSS REFERENCE SHEET

Cross reference sheet showing location in the Statement of Additional
Information by the Items in Part B of Form N-1A.

Item Heading in Statement of
Number Additional Information
------ -----------------------

10 Cover Page
11 Table of Contents
12 Business History
13 Investment Objectives and Policies - Investment
Restrictions
14 Trustees and Officers
15 Capital Shares
16 Investment Advisory and Other Services
17 Portfolio Transactions and Brokerage Allocations
18 Capital Shares
19 Offering and Redemption of Shares
20 Taxes
21 Offering and Redemption of Shares
22 Performance and Yield Information
23 *(Financial Statements)

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

*Indicates inapplicable or negative.

32
<PAGE>

THE CHUBB SERIES TRUST
ONE GRANITE PLACE
CONCORD, NEW HAMPSHIRE 03301
(603) 226-5000

A SERIES TRUST WITH

THE RESOLUTE TREASURY MONEY MARKET PORTFOLIO
THE RESOLUTE BOND PORTFOLIO
THE RESOLUTE EQUITY PORTFOLIO
THE RESOLUTE SMALL COMPANY PORTFOLIO
THE RESOLUTE INTERNATIONAL EQUITY PORTFOLIO

STATEMENT OF ADDITIONAL INFORMATION

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

THIS STATEMENT OF ADDITIONAL INFORMATION IS NOT A PROSPECTUS BUT
SUPPLEMENTS AND SHOULD BE READ IN CONJUNCTION WITH THE PROSPECTUS OF THE TRUST.
IT IS INCORPORATED BY REFERENCE INTO THE PROSPECTUS. A COPY OF THE PROSPECTUS
MAY BE OBTAINED BY WRITING OR CALLING THE TRUST AT THE ADDRESS OR TELEPHONE
NUMBER ABOVE.

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

The date of the Prospectus to which this Statement of Additional Information
relates is 1995.

The date of this Statement of Additional Information is , 1995.

S-1
<PAGE>

TABLE OF CONTENTS

<TABLE>
<CAPTION>
Page
----
<S> <C>
BUSINESS HISTORY .................................................... 4
INVESTMENT OBJECTIVES AND POLICIES .................................. 4
The Resolute Treasury Money Market Portfolio .............. 4
The Resolute Bond Portfolio ............................... 4
The Resolute Equity Portfolio ............................. 5
The Resolute Small Company Portfolio ...................... 5
The Resolute International Equity Portfolio ............... 5
Money Market Instruments .................................. 6
U.S. Treasury Securities ............................. 6
Additional U.S. Government Obligations ............... 6
Foreign Government Obligations ....................... 6
Bank Obligations ..................................... 7
Commercial Paper ..................................... 7
Repurchase Agreements ................................ 8
Corporate Bonds and Other Debt Securities ................. 9
High-Yield/High-Risk Bonds ........................... 9
Asset Backed Securities .............................. 10
Equity Investments ........................................ 10
Equity Securities .................................... 10
Foreign Investments ....................................... 11
Additional Investments .................................... 12
When Issued and Delayed Delivery Securities .......... 12
Investment Company Securities ........................ 12
Reverse Repurchase Agreements ........................ 13
Mortgage Dollar Roll Transactions .................... 13
Loans of Portfolio Securities ........................ 14
Privately Placed and Certain Unregistered
Securities .......................................... 14
Quality and Diversification Requirements .................. 14
Resolute Treasury Money Market Portfolio ............. 15
Resolute Bond Portfolio .............................. 15
Resolute Equity, Small Company and
International Equity Portfolios ..................... 15
Options and Futures Transactions .......................... 16
Exchange Traded and Over the Counter Options ......... 16
Futures Contracts and Options on Futures
Contracts .......................................... 16
Combined Activities .................................. 17
Correlation of Price Changes ......................... 17
Liquidity of Options and Futures Contracts ........... 18
Position Limits ...................................... 18
Asset Coverage for Futures Contracts and
Option Positions .................................... 19
Risk Management ........................................... 19
</TABLE>

S-2
<PAGE>

<TABLE>
<S> <C>
INVESTMENT RESTRICTIONS ............................................. 19
Fundamental Investment Restrictions ....................... 19
Non-Fundamental Investment Restrictions ................... 21
The Resolute Treasury Money Market
Portfolio ........................................... 21
The Resolute Bond, Equity, Small Company
and International Equity Portfolios ................. 21
TRUSTEES AND OFFICERS ................................................25
INVESTMENT ADVISORY AND OTHER SERVICES ...............................25
Investment Management Agreements and Sub-Advisory
Agreements .............................................. 25
Independent Auditors ...................................... 27
Custodian ................................................. 27
Payment of Expenses ....................................... 27
PORTFOLIO TRANSACTIONS AND BROKERAGE ALLOCATIONS .................... 28
CAPITAL SHARES ...................................................... 30
OFFERING AND REDEMPTION OF SHARES ................................... 31
DETERMINATION OF NET ASSET VALUE .................................... 32
TAXES ............................................................... 33
PERFORMANCE AND YIELD INFORMATION ................................... 35
Money Market Portfolio .................................... 35
Non-Money Market Portfolios ............................... 35
DELAWARE BUSINESS TRUST ............................................. 38
ADDITIONAL INFORMATION .............................................. 38
Reports ................................................... 38
APPENDIX A .......................................................... 39
FINANCIAL STATEMENTS................................................. F-1
</TABLE>

S-3
<PAGE>

BUSINESS HISTORY

The Chubb Series Trust, (the "Trust") a Delaware Business Trust is an open-
end diversified management investment company established by Chubb Life
Insurance Company of America ("Chubb Life") to provide for the investment of
assets of separate accounts established by Chubb Life or its affiliated
insurance companies. Such assets are acquired by the separate accounts pursuant
to the sale of flexible premium variable life insurance policies (the
"Policies"). The Trust has no business history prior to being organized in
Delaware on October 28, 1993. In the future, the Trust may sell its shares to
other separate accounts funding variable annuities and variable life insurance
policies established by Chubb Life, its successors or assigns, or by other
insurance companies with which Chubb Life is affiliated, and may add or delete
Portfolios.

INVESTMENT OBJECTIVES AND POLICIES

THE RESOLUTE TREASURY MONEY MARKET PORTFOLIO is designed to be an economical and
convenient means of making substantial investments in short-term direct
obligations of the United States ("U.S.") Treasury. The Resolute Treasury Money
Market Portfolio's investment objective is to provide current income, maintain a
high level of liquidity, and preserve capital.

The Portfolio attempts to achieve its investment objective by maintaining a
dollar-weighted average portfolio maturity of not more than 90 days and by
investing in U.S. Treasury securities described in the Prospectus and in this
Statement of Additional Information that have effective maturities of not more
than thirteen months.

THE RESOLUTE BOND PORTFOLIO is designed to be an economical and convenient means
of making substantial investments in a broad range of U.S. dollar-denominated
corporate and government debt obligations and related investments, subject to
certain quality and other restrictions. The Resolute Bond Portfolio's
investment objective is to provide a high total return consistent with moderate
risk of capital and maintenance of liquidity. Although the net asset value of
the Resolute Bond Portfolio will fluctuate, the Resolute Bond Portfolio attempts
to conserve the value of its investments to the extent consistent with its
objective.

The Portfolio attempts to achieve its investment objective by investing
primarily in U.S. dollar-denominated corporate and government debt obligations
and related securities described in the Prospectus and this Statement of
Additional Information. The Portfolio may purchase or sell financial futures
contracts and options in order to attempt to reduce the volatility of its
portfolio, manage market risk and minimize fluctuations in net

S-4
<PAGE>

asset value. For a discussion of these investments, see "OPTIONS AND FUTURES
TRANSACTIONS."

THE RESOLUTE EQUITY PORTFOLIO is designed for investors who want an actively
managed portfolio of selected equity securities that seeks to outperform the S&P
500 Index. The Resolute Equity Portfolio's investment objective is to provide a
high total return from a portfolio comprised of selected equity securities.

During ordinary market conditions, at least 65% of the Portfolio's net
assets will be invested in equity securities consisting of common stocks and
other securities with equity characteristics such as preferred stock, warrants,
rights and convertible securities. The Portfolio's primary investments are the
common stock of large and medium sized U.S. corporations.

THE RESOLUTE SMALL COMPANY PORTFOLIO is designed for investors who are willing
to assume the somewhat higher risk of investing in small companies in order to
seek a higher return over time than might be expected from a portfolio of stocks
of large companies. The Resolute Small Company Portfolio's investment objective
is to provide a high total return from a portfolio of equity securities of small
companies.

The Portfolio may invest in the same types of securities as permitted for
the Resolute Equity Portfolio.

THE RESOLUTE INTERNATIONAL EQUITY PORTFOLIO is designed for investors with a
long-term investment horizon who want to diversify their portfolios by adding
international equities and take advantage of investment opportunities outside
the U.S. The Resolute International Equity Portfolio's investment objective is
to provide a high total return from a portfolio of equity securities of foreign
corporations.

The Portfolio seeks to achieve its investment objective by investing
primarily in the equity securities of foreign corporations, consisting of common
stock and other securities with equity characteristics such as preferred stock,
warrants, rights and convertible securities. Under normal circumstances, the
Portfolio expects to invest at least 65% of its total assets in such securities.
The Portfolio does not intend to invest in U.S. securities (other than short-
term instruments), except, temporarily, when extraordinary circumstances
prevailing at the same time in a significant number of developed foreign
countries render investments in such countries inadvisable.

The following discussion supplements the information regarding the
investment objective of each of the Portfolios and the policies to be employed
to achieve their objectives as set forth above and in the Prospectus.

S-5
<PAGE>

MONEY MARKET INSTRUMENTS

As discussed in the Prospectus, each Portfolio may invest in money market
instruments to the extent consistent with its investment objective and policies.
A description of the various types of money market instruments that may be
purchased by the Portfolios appears below. See "QUALITY AND DIVERSIFICATION
REQUIREMENTS."

U.S. TREASURY SECURITIES. Each of the Portfolios may invest in direct
obligations of the U.S. Treasury, including Treasury Bills, Notes and Bonds, all
of which are backed as to principal and interest payments by the full faith and
credit of the U.S.

ADDITIONAL U.S. GOVERNMENT OBLIGATIONS. Each of the Portfolios, except the
Resolute Treasury Money Market Portfolio, may invest in obligations issued or
guaranteed by U.S. Government agencies or instrumentalities. These obligations,
may or may not be backed by the "full faith and credit" of the U.S. In the case
of securities not backed by the full faith and credit of the U.S., each
Portfolio must look principally to the federal agency issuing or guaranteeing
the obligation for ultimate repayment and may not be able to assert a claim
against the U.S. itself in the event the agency or instrumentality does not meet
its commitments. Securities in which each Portfolio, except the Resolute
Treasury Money Market Portfolio, may invest that are not backed by the full
faith and credit of the U.S. include, but are not limited to, obligations of
the Tennessee Valley Authority, the Federal National Mortgage Association, and
the United States Postal Service, each of which has the right to borrow from the
U.S. Treasury to meet its obligations, and obligations of the Federal Farm
Credit System and the Federal Home Loan Banks, both of whose obligations may be
satisfied only by the individual credits of each issuing agency. Securities
which are backed by the full faith and credit of the U.S. include obligations of
the Government National Mortgage Association, the Farmers Home Administration,
and the Export-Import Bank.

FOREIGN GOVERNMENT OBLIGATIONS. Each of the Portfolios, except the Resolute
Treasury Money Market Portfolio, subject to its applicable investment policies,
may also invest in short-term obligations of foreign sovereign governments or of
their agencies, instrumentalities, authorities or political subdivisions. These
securities may be denominated in the U.S. dollar or, in the case of the Resolute
Equity, Small Company or International Equity Portfolios, in another currency.
See "FOREIGN INVESTMENTS."

BANK OBLIGATIONS. Each of the Portfolios, except the Resolute Treasury Money
Market Portfolio, unless otherwise noted in the Prospectus or below, may invest
in negotiable certificates of deposit, time deposits and bankers' acceptances of
(i) banks,

S-6
<PAGE>

savings and loan associations and savings banks which have more than
$2 billion in total assets (the "Asset Limitation") and are organized under the
laws of the U.S. or any state, (ii) foreign branches of these banks or of
foreign banks of equivalent size (Euros) and (iii) U.S. branches of foreign
banks of equivalent size (Yankees). The Asset Limitation does not apply to the
Resolute International Equity Portfolio. See "FOREIGN INVESTMENTS." The
Portfolios will not invest in bank obligations for which the Sub- Adviser, or
any of its affiliated persons, is the ultimate obligor or accepting bank. Each
of the Portfolios other than the Resolute Treasury Money Market Portfolio, may
also invest in obligations of international banking institutions designated or
supported by national governments to promote economic reconstructions,
development or trade between nations (e.g. the European Investment Bank, the
Inter-American Development Bank, or the World Bank).

COMMERCIAL PAPER. Each of the Portfolios (except the Resolute Treasury Money
Market Portfolio) may invest in commercial paper, including master demand
obligations. Master demand obligations are obligations that provide for a
periodic adjustment in the interest rate paid and permit daily changes in the
amount borrowed. Master demand obligations are governed by agreements between
the issuer and the Sub-Adviser of the Portfolios, acting as agent, for no
additional fee. The monies loaned to the borrower come from accounts maintained
with or managed by the Sub-Adviser or its affiliates, pursuant to arrangements
with such accounts. Interest and principal payments are credited to such
accounts. The Sub-Adviser, acting as a fiduciary on behalf of its clients, has
the right to increase or decrease the amount provided to the borrower under an
obligation. The borrower has the right to pay without penalty all or any part of
the principal amount then outstanding on an obligation together with interest to
the date of payment. Since these obligations typically provide that the interest
rate is tied to the Federal Reserve Commercial Paper Composite Rate, the rate on
master demand obligations is subject to change. Repayment of a master demand
obligation to participating accounts depends on the ability of the borrower to
pay the accrued interest and principal of the obligation on demand which is
continuously monitored by the Portfolio's Sub-Adviser. Since master demand
obligations typically are not rated by credit rating agencies, the Portfolios
may invest in such unrated obligations only if at the time of an investment the
obligation is determined by the Sub-Adviser to have a credit quality which
satisfies the particular Portfolio's quality restrictions. See "QUALITY AND
DIVERSIFICATION REQUIREMENTS." Although there is no secondary market for master
demand obligations, such obligations are considered by the Portfolios to be
liquid because they are payable upon demand. The Portfolios do not have any
specific percentage limitation on investments in master demand obligations.

S-7
<PAGE>

REPURCHASE AGREEMENTS. Each of the Portfolios may enter into repurchase
agreements with brokers, dealers or banks that meet the credit guidelines
approved by the Trust's Board of Trustees (the "Board"). In a repurchase
agreement, a Portfolio buys a security from a seller that has agreed to
repurchase the same security at a mutually agreed upon date and price. The
resale price normally is in excess of the purchase price, reflecting an agreed
upon interest rate. This interest rate is effective for the period of time the
Portfolio is invested in the agreement and is not related to the coupon rate on
the underlying security. A repurchase agreement may also be viewed as a fully
collateralized loan of money by a Portfolio to the seller. The period of these
repurchase agreements will usually be short, from overnight to one week, and at
no time will the Portfolios invest in repurchase agreements for more than
thirteen months. The securities which are subject to repurchase agreements,
however, may have maturity dates in excess of thirteen months from the effective
date of the repurchase agreement. The Resolute Treasury Money Market Portfolio
will only enter into repurchase agreements involving U.S. Treasury securities.
The Portfolios will always receive securities as collateral whose market value
is, and during the entire term of the agreement remains, at least equal to 100%
of the dollar amount invested by the Portfolios in each agreement plus accrued
interest, and the Portfolios will make payment for such securities only upon
physical delivery or upon evidence of book entry transfer to the account of the
custodian of the Portfolio. The Resolute Treasury Money Market Portfolio will be
fully collateralized within the meaning of paragraph (a)(3) of Rule 2a-7 under
the Act. If the seller defaults, a Portfolio might incur a loss if the value of
the collateral securing the repurchase agreement declines and might incur
disposition costs in connection with liquidating the collateral. In addition, if
bankruptcy proceedings are commenced with respect to the seller of the security,
realization upon the collateral by a Portfolio may be delayed or limited. See
"INVESTMENT RESTRICTIONS."

Each of the Portfolios (other than the Resolute Treasury Money Market
Portfolio) may make investments in other debt securities with remaining
effective maturities of not more than thirteen months, including without
limitation corporate and bonds of foreign and domestic issuers, asset-backed
securities and other obligations described in the Prospectus or this Statement
of Additional Information.

CORPORATE BONDS AND OTHER DEBT SECURITIES

As discussed in the Prospectus, the Resolute Bond Portfolio may invest in
bonds and other debt securities of domestic and foreign issuers to the extent
consistent with its investment objective and policies. A description of these
investments appears in the Prospectus and below. See "QUALITY AND
DIVERSIFICATION REQUIREMENTS." For information on short-term

S-8
<PAGE>

investments in these securities, see "MONEY MARKET INSTRUMENTS."

HIGH YIELD/HIGH RISK BONDS. High-yield/high risk, below investment grade
securities (commonly known as "junk bonds") involve significant credit and
liquidity concerns and fluctuating yields and are not suitable for for short-
term investing. Lower rated bonds also involve the risk that the issuer will not
make interest or principal payments when due. More careful analysis of the
financial condition of each issuer of lower rated securities is therefore
necessary. During an economic downturn or substantial period of rising interest
rates, highly leveraged issuers may experience financial stress which would
adversely affect their ability to service their principal and interest payment
obligations, to meet projected business goals to obtain additional financing.
The market prices of lower grade securities are generally less sensitive to
interest rate changes than higher rated investments, but more sensitive to
adverse economic or political changes or individual developments specific to the
issuer. Periods of economic or political uncertainty and change can be expected
to result in volatility of prices of these securities. Lower rated securities
also may have less liquid markets than higher rated securities, and their
liquidity as well as their value may be more severely affected by adverse
economic conditions. Adverse publicity and investor perceptions as well as new
proposed laws may also heve a greater negative impact on the market for lower
rated bonds.

ASSET-BACKED SECURITIES. Asset-backed securities directly or indirectly
represent a participation interest in, or are secured by and payable from, a
stream of payments generated by particular assets such as motor vehicle or
credit card receivables. Payments of principal and interest may be guaranteed up
to certain amounts and for a certain time period by a letter of credit issued by
a financial institution unaffiliated with the entities issuing the securities.
The asset-backed securities in which a Portfolio may invest are subject to the
Portfolio's overall credit requirements. However, asset-backed securities, in
general, are subject to certain risks. Most of these risks are related to
limited interests in applicable collateral. For example, credit card debt
receivables are generally unsecured and the debtors are entitled to the
protection of a number of state and federal consumer credit laws, many of which
give such debtors the right to set off certain amounts on credit card debt
thereby reducing the balance due. Additionally, if the letter of credit is
exhausted, holders of asset-backed securities may also experience delays in
payments or losses if the full amounts due on underlying sales contracts are not
realized. Because asset-backed securities are relatively new, the market
experience in these securities is limited and the market's ability to sustain
liquidity through all phases of the market cycle has not been tested.

S-9
<PAGE>

EQUITY INVESTMENTS

As discussed in the Prospectus, the Resolute Equity, Small Company and
International Equity Portfolios invest primarily in equity securities consisting
of common stock and other securities with equity characteristics. The securities
in which the Portfolios invest include those listed on any domestic or foreign
securities exchange or traded in the over-the-counter markets as well as certain
restricted or unlisted securities. A discussion of the various types of equity
investments which may be purchased by these Portfolios appears in the Prospectus
and below. See "QUALITY AND DIVERSIFICATION REQUIREMENTS."

EQUITY SECURITIES. The common stocks in which the Portfolios may invest include
the common stock of any class or series of domestic or foreign corporations or
any similar equity interest, such as trust or partnership interests. The
Portfolios equity investments may also include preferred stock, warrants, rights
and convertible securities. These investments may or may not pay dividends and
may or may not carry voting rights. Common stock occupies the most junior
position in a company's capital structure.

The convertible securities in which the Portfolios may invest include any
debt securities or preferred stock which may be converted into common stock or
which carry the right to purchase common stock. Convertible securities entitle
the holder to exchange the securities for a specified number of shares of common
stock, usually of the same company, at specified prices within a certain period
of time.

The terms of any convertible security determine its ranking in a company's
capital structure. In the case of subordinated convertible debentures, the
holders' claims on assets and earnings are subordinated to the claims of other
creditors, and are senior to the claims of preferred and common shareholders. In
the case of convertible preferred stock, the holders' claims on assets and
earnings are subordinated to the claims of all creditors and are senior to the
claims of common shareholders.

FOREIGN INVESTMENTS

The Resolute International Equity Portfolio makes substantial investments
in foreign securities. The Resolute Bond, Equity and Small Company Portfolios
may invest in certain foreign securities. The Resolute Bond, Equity and Small
Company Portfolios do not expect to invest more than 25%, 30% and 30%,
respectively, of their respective total assets at the time of purchase in
securities of foreign issuers. All investments of the Resolute Bond Portfolio
must be U.S. dollar-denominated. The Resolute Equity and Small Company
Portfolios do not expect more than 10% of their respective foreign investments
to be in

S-10
<PAGE>

securities which are not listed on a national securities exchange or which are
not U.S. dollar-denominated. In the case of the Resolute Bond Portfolio, any
foreign commercial paper must not be subject to foreign withholding tax at the
time of purchase. Foreign investments may be made directly in securities of
foreign issuers or in the form of American Depository Receipts ("ADRs") and
European Depository Receipts ("EDRs").

Generally, ADRs and EDRs are receipts issued by a bank or trust company
that evidence ownership of underlying securities issued by a foreign corporation
and that are designed for use in the domestic, in the case of ADRs, or European,
in the case of EDRs, securities markets.

Since investments in foreign securities may involve foreign currencies, the
value of a Portfolio's assets as measured in U.S. dollars may be affected by
changes in currency rates and in exchange control regulations, including
currency blockage. The Resolute Equity, Small Company and International Equity
Portfolios may enter into forward commitments for the purchase or sale of
foreign currencies in connection with the settlement of foreign securities
transactions or to hedge the underlying currency exposure related to foreign
investments. The Portfolios will not enter into such commitments for speculative
purposes. See "ADDITIONAL INVESTMENT INFORMATION" in the Prospectus.

For a description of the risks associated with investing in foreign
securities, see "ADDITIONAL INVESTMENT INFORMATION" in the Prospectus.

ADDITIONAL INVESTMENTS

WHEN-ISSUED AND DELAYED DELIVERY SECURITIES. Each of the Portfolios may
purchase securities on a when-issued or delayed delivery basis. For example,
delivery of and payment for these securities can take place a month or more
after the date of the purchase commitment. The purchase price and the interest
rate payable, if any, on the securities are fixed on the purchase commitment
date or at the time the settlement date is fixed. The value of such securities
is subject to market fluctuation and no interest accrues to a Portfolio until
settlement takes place. At the time a Portfolio makes the commitment to purchase
securities on a when-issued or delayed delivery basis, it will record the
transaction, reflect the value each day of such securities in determining its
net asset value and, if applicable, calculate the maturity for the purposes of
average maturity from that date. At the time of settlement a when-issued
security may be valued at less than the purchase price. To facilitate such
acquisitions, each Portfolio will maintain with the Custodian a segregated
account with liquid assets, consisting of cash, U.S. government securities or
other appropriate securities, in an amount at least equal to such commitments.
See "INVESTMENT ADVISORY AND OTHER

S-11
<PAGE>

SERVICES" for more information concerning the Custodian to the Trust. On
delivery dates for such transactions, each Portfolio will meet its obligations
from maturities or sales of the securities held in the segregated account and/or
from cash flow. If a Portfolio chooses to dispose of the right to acquire a
when-issued security prior to its acquisition, it could, as with the disposition
of any other portfolio obligation, incur a gain or loss due to market
fluctuation. It is the current policy of each Portfolio not to enter into when-
issued commitments exceeding in the aggregate 15% of the market value of the
Portfolio's total assets, less liabilities other than the obligations created by
when-issued commitments.

INVESTMENT COMPANY SECURITIES. Securities of other investment companies may be
acquired by each of the Portfolios to the extent permitted under the Investment
Company Act of 1940 (the "Act"). These limits require that, as determined
immediately after a purchase is made, (i) not more than 5% of the value of a
Portfolio's total assets will be invested in the securities of any one
investment company, (ii) not more than 10% of the value of its total assets will
be invested in the aggregate in securities of investment companies as a group,
and (iii) not more than 3% of the outstanding voting stock of any one investment
company will be owned by a Portfolio. As a shareholder of another investment
company, a Portfolio would bear, along with other shareholders, its pro-rata
portion of the other investment company's expenses, including advisory fees.
These expenses would be in addition to the advisory and other expenses that a
Portfolio bears directly in connection with its own operations.

REVERSE REPURCHASE AGREEMENTS. Each of the Portfolios may enter into reverse
repurchase agreements. In a reverse repurchase agreement, a Portfolio sells a
security and agrees to repurchase the same security at a mutually agreed upon
date and price (the Resolute Treasury Money Market Portfolio will only enter
into reverse repurchase agreements involving Treasury securities). It may also
be viewed as the borrowing of money by the Portfolio and, therefore, is a form
of leverage. The Portfolios will invest the proceeds of borrowings under reverse
repurchase agreements. In addition, the Portfolios will enter into a reverse
repurchase agreement only when the interest income to be earned from the
investment of the proceeds is greater than the interest expense of the
transaction. The Portfolios will not invest the proceeds of a reverse repurchase
agreement for a period which exceeds the duration of the reverse repurchase
agreement. A Portfolio may not enter into reverse repurchase agreements
exceeding in the aggregate one-third of the market value of its total assets
less liabilities other than the obligations created by reverse repurchase
agreements. Each Portfolio will establish and maintain with the Custodian a
separate account with a segregated portfolio of securities in an

S-12
<PAGE>

amount at least equal to its purchase obligations under its reverse repurchase
agreements.

MORTGAGE DOLLAR ROLL TRANSACTIONS. The Resolute Bond Portfolio may engage in
mortgage dollar roll transactions with respect to mortgage securities issued by
the Government National Mortgage Association, the Federal National Mortgage
Association and the Federal Home Loan Mortgage Corporation. In a mortgage dollar
roll transaction, the Portfolio sells a mortgage backed security and
simultaneously agrees to repurchase a substantially similar security on a
specified future date at an agreed upon price. During the roll period, the
Portfolio will not be entitled to receive any interest or principal paid on the
securities sold. The Portfolio is compensated for the lost interest on the
securities sold by the difference between the sales price and the lower price
for the future repurchase as well as by the interest earned on the reinvestment
of the sales proceeds. The Portfolio may also be compensated by receipt of a
commitment fee. When the Portfolio enters into a mortgage dollar roll
transaction, liquid assets in an amount sufficient to pay for the future
repurchase are segregated with its custodian. Mortgage dollar roll transactions
are considered reverse repurchase agreements for purposes of the Portfolio's
investment restrictions.

LOANS OF PORTFOLIO SECURITIES. Each of the Portfolios may lend its securities
if such loans are secured continuously by cash or equivalent collateral or by a
letter of credit in favor of the Portfolio at least equal at all times to 100%
of the market value of the securities loaned, plus accrued interest. While such
securities are on loan, the borrower will pay the Portfolio any income accruing
thereon. Loans will be subject to termination by the Portfolios in the normal
settlement time, currently five business days after notice, or by the borrower
on one day's notice. Borrowed securities must be returned when the loan is
terminated. Any gain or loss in the market price of the borrowed securities
which occurs during the term of the loan inures to a Portfolio and its
respective shareholders. The Portfolio may pay reasonable finders' and custodial
fees in connection with a loan. In addition, the Portfolios will consider all
facts and circumstances including the creditworthiness of the borrowing
financial institution, and the Portfolios will not make any loans in excess of
one year. The Portfolios will not lend their securities to any officer, Trustee,
Director, employee, or affiliate of the Portfolios, or the Investment Manager,
Sub-Adviser, any administrator or distributor of the Trust, unless otherwise
permitted by applicable law.

PRIVATELY PLACED AND CERTAIN UNREGISTERED SECURITIES. Each of the Portfolios
(except the Resolute Treasury Money Market Portfolio) may invest in privately
placed, restricted, Rule 144A or other unregistered securities as described in
the Prospectus.

S-13
<PAGE>

QUALITY AND DIVERSIFICATION REQUIREMENTS

As diversified investment companies, 75% of the assets of each of the
Portfolios is subject to the following fundamental limitations: (1) the
Portfolio may not invest more than 5% of its total assets in the securities of
any one issuer, except obligations of the U.S. Government, its agencies and
instrumentalities, and (2) the Portfolio may not own more than 10% of the
outstanding voting securities of any one issuer. As for the other 25% of a
Portfolio's assets not subject to the limitation described above, there is no
limitation on investment of these assets under the Act, so that all of such
assets may be invested in securities of any one issuer, subject to the
limitation of any applicable state securities laws, or with respect to the
Resolute Treasury Money Market Portfolio, as described below. Investments not
subject to the limitations described above could involve an increased risk to a
Portfolio should an issuer, or a state or its related entities, be unable to
make interest or principal payments or should the market value of such
securities decline.

THE RESOLUTE TREASURY MONEY MARKET PORTFOLIO. In order to attain its investment
objective, the Resolute Treasury Money Market Portfolio will limit its
investments to direct obligations of the U.S. Treasury including Treasury Bills,
Notes and Bonds with remaining maturities of thirteen months or less at the time
of purchase and will maintain a dollar-weighted average portfolio maturity of
not more than 90 days.

THE RESOLUTE BOND PORTFOLIO. The Resolute Bond Portfolio invests principally in
a diversified portfolio of "high quality" and "investment grade securities."
Investment grade debt is rated, on the date of investment, within the four
highest ratings of Moody's Investors Services, Inc. ("Moody's"), currently Aaa,
Aa, A and Baa or of Standard & Poor's Corporation ("Standard & Poor's"),
currently AAA, AA, A and BBB, while high grade debt is rated on the date of the
investment within the three highest of such ratings. The Portfolio may also
invest up to 5% of its total assets in securities which are "below investment
grade." Such securities must be rated, on the date of investment, Ba by Moody's
or BB by Standard & Poor's. The Portfolio may invest in debt securities which
are not rated or other debt securities to which these ratings are not applicable
if, in the opinion of the Sub-Adviser, such securities are of comparable quality
to the rated securities discussed above. In addition, at the time the Portfolio
invests in any commercial paper, bank obligation or repurchase agreement, the
issuer must have outstanding debt rated A or higher by Moody's or Standard &
Poor's, the issuer's parent corporation, if any, must have outstanding
commercial paper rated Prime-1 by Moody's or A-1 by Standard & Poor's, or if no
such ratings are available, the investment must be of comparable quality in the
Sub-Adviser's opinion.

S-14
<PAGE>

THE RESOLUTE EQUITY, SMALL COMPANY AND INTERNATIONAL EQUITY PORTFOLIOS. The
Resolute Equity, Small Company and International Equity Portfolios may invest in
convertible debt securities, for which there are no specific quality
requirements. In addition, at the time the Portfolio invests in any commercial
paper, bank obligation or repurchase agreement, the issuer must have outstanding
debt rated A or higher by Moody's or Standard & Poor's, the issuer's parent
corporation, if any, must have outstanding commercial paper rated Prime-1 by
Moody's or A-1 by Standard & Poor's or if no such ratings are available, the
investment must be of comparable quality in the Sub-Adviser's opinion. At the
time the Portfolio invests in any other short-term debt securities, they must be
rated A or higher by Moody's or Standard & Poor's, or if unrated, the investment
must be of comparable quality in the Sub-Adviser's opinion.

In determining the suitability of investment in a particular unrated
security the Sub-Adviser takes into consideration asset and debt service
coverage, the purpose of the financing, history of the issuer, existence of
other rated securities of the issuer, and other relevant conditions such as
comparability to other issuers.

OPTIONS AND FUTURES TRANSACTIONS

EXCHANGE TRADED AND OVER THE COUNTER OPTIONS. All options purchased or sold by
the Portfolios will be traded on a securities exchange or will be purchased or
sold by securities dealers ("over the counter" or "OTC" options) that meet
creditworthiness standards approved by the Board. While exchange-traded options
are obligations of the Options Clearing Corporation, in the case of OTC options,
a Portfolio relies on the dealer from which it purchased the option to perform
if the option is exercised. Thus, when a Portfolio purchases an OTC option, it
relies on the dealer from which it purchased the option to make or take delivery
of the underlying securities. Failure by the dealer to do so would result in the
loss of the premium paid by the Portfolio as well as loss of the expected
benefit of the transaction.

The staff of the Securities and Exchange Commission ("SEC") has taken the
position that, in general, purchased OTC options and the underlying securities
used to cover written OTC options are illiquid securities. However, a Portfolio
may treat as liquid the underlying securities used to cover written OTC options,
provided it has arrangements with certain qualified dealers who agree that the
Portfolio may repurchase any option it writes for a maximum price to be
calculated by a predetermined formula. In these cases, the OTC option itself
would only be considered illiquid to the extent that maximum repurchase price
under the formula exceeds the intrinsic value of the option.

S-15
<PAGE>

FUTURES CONTRACTS AND OPTIONS ON FUTURES CONTRACTS. The Portfolios may purchase
or sell futures contracts and purchase put and call options and sell (write)
covered put and call options on futures contracts. Futures contracts obligate
the buyer to take and the seller to make delivery at a future date of a
specified quantity of a financial instrument or an amount of cash based on the
value of a securities index. Currently, futures contracts are available on
various types of fixed-income securities, including but not limited to U.S.
Treasury bonds, notes and bills, Eurodollar certificates of deposit and on
indexes of fixed income securities and indexes of equity securities.

Unlike a futures contract, which requires the parties to buy and sell a
security or make a cash settlement payment based on changes in a financial
instrument or securities index on an agreed date, an option on a futures
contract entitles its holder to decide on or before a future date whether to
enter into such a contract. If the holder decides not to exercise its option,
the holder may close out the option position by entering into an offsetting
transaction or may decide to let the option expire and forfeit the premium
thereon. The purchaser of an option on a futures contract pays a premium for the
option but makes no initial margin payments or daily payments of cash in the
nature of "variation" margin payments to reflect the change in the value of the
underlying contract as does a purchaser or seller of a futures contract.

The seller of an option on a futures contract receives the premium paid by
the purchaser and may be required to pay initial margin. Amounts equal to the
initial margin and any additional collateral required on any options on futures
contracts sold by a Portfolio are paid by the Portfolio into a segregated
account, in the name of the Futures Commission Merchant ("FCM"), as required by
the Act and the SEC's interpretations thereunder.

COMBINED POSITIONS. The Portfolios may purchase and write options in
combination with each other, or in combination with futures or forward
contracts, to adjust the risk and return characteristics of the overall
position.

For example, a Portfolio may purchase a put option and write a call option on
the same underlying instrument, in order to construct a combined position whose
risk and return characteristics are similar to selling a futures contract.
Another possible combined position would involve writing a call option at one
strike price and buying a call option at a lower price, in order to reduce the
risk of the written call option in the event of a substantial price increase.
Because combined options positions involve multiple trades, they result in
higher transaction costs and may be more difficult to open and close out.

S-16
<PAGE>

CORRELATION OF PRICE CHANGES. Because there are a limited number of types of
exchange-traded options and futures contracts, it is likely that the
standardized options and futures contracts available will not match a
Portfolio's current or anticipated investments exactly. A Portfolio may invest
in options and futures contracts based on securities with different issuers,
maturities, or other characteristics from the securities in which it typically
invests, which involves a risk that the options or futures position will not
track the performance of the Portfolio's other investments.

Options and futures contracts prices can also diverge from the prices of
their underlying instruments, even if the underlying instruments match the
Portfolio's investments well. Options and futures contracts prices are affected
by such factors as current and anticipated short term interest rates, changes in
volatility of the underlying instrument, and the time remaining until expiration
of the contract, which may not affect security prices the same way. Imperfect
correlation may also result from differing levels of demand in the options and
futures markets and the securities markets, from structural differences in how
options and futures and securities are traded, or from imposition of daily price
fluctuation limits or trading halts. A Portfolio may purchase or sell options
and futures contracts with a greater or lesser value than the securities it
wishes to hedge or intends to purchase in order to attempt to compensate for
differences in volatility between the contract and the securities, although this
may not be successful in all cases. If price changes in a Portfolio's options or
future positions are poorly correlated with its other investments, the positions
may fail to produce anticipated gains or result in losses that are not offset by
gains in other investments.

LIQUIDITY OF OPTIONS AND FUTURES CONTRACTS. There is no assurance a liquid
market will exist for any particular option or futures contract at any
particular time even if the contract is traded on an exchange. In addition,
exchanges may establish daily price fluctuation limits for options and futures
contracts and may halt trading if a contract's price moves up or down more than
the limit on a given day. On volatile trading days when the price fluctuation
limit is reached or a trading halt is imposed, it may be impossible for a
Portfolio to enter into new positions or close out existing positions. If the
market for a contract is not liquid because of price fluctuation limits or
otherwise, it could prevent prompt liquidation of unfavorable positions, and
could potentially require a Portfolio to continue to hold a position until
delivery or expiration regardless of changes in its value. As a result, the
Portfolio's access to other assets held to cover its options or futures
positions could also be impaired. (See "EXCHANGE TRADED AND OVER THE COUNTER
OPTIONS" above for a discussion of the liquidity of options not traded on an
exchange.)

S-17
<PAGE>

POSITION LIMITS. Futures exchanges can limit the number of futures and options
on futures contracts that can be held or controlled by an entity. If an adequate
exemption cannot be obtained, a Portfolio or the Sub-Adviser may be required to
reduce the size of its futures and options positions or may not be able to trade
a certain futures or options contract in order to avoid exceeding such limits.

ASSETS COVERAGE FOR FUTURES CONTRACTS AND OPTIONS POSITIONS. The Portfolios
intend to comply with Section 4.5 of the regulations under the Commodity
Exchange Act, which limits the extent to which a Portfolio can commit assets to
initial margin deposits and option premiums. In addition, the Portfolios will
comply with guidelines established by the SEC with respect to coverage of
options and futures contracts by mutual funds, and if the guidelines so require,
will set aside appropriate liquid assets in a segregated custodial account in
the amount prescribed. Securities held in a segregated account cannot be sold
while the futures contract or option is outstanding, unless they are replaced
with other suitable assets. As a result, there is a possibility that segregation
of a large percentage of a portfolio assets could impede portfolio management or
the Portfolio's ability to meet redemption requests or other current
obligations.

RISK MANAGEMENT

The Portfolios may employ non-hedging risk management techniques. Examples
of such strategies include synthetically altering the duration of a portfolio or
the mix of securities in a portfolio. For example, if the Sub-Adviser wishes to
extend maturities in a fixed income portfolio in order to take advantage of an
anticipated decline in interest rates, but does not wish to purchase the
underlying long-term securities, it might cause the portfolio to purchase
futures contracts on long-term debt securities. Similarly, if the Sub-Adviser
wished to decrease fixed income securities or purchase equities, it could cause
the portfolio to sell futures contracts on debt securities and purchase future
contracts on a stock index. Such non-hedging risk management techniques are not
speculative, but because they involve leverage include, as do all leveraged
transactions, the possibility of losses as well as gains that are greater than
if these techniques involved the purchase and sale of the securities themselves
rather than their synthetic derivatives.

INVESTMENT RESTRICTIONS
-----------------------

FUNDAMENTAL INVESTMENT RESTRICTIONS

The investment restrictions below have been adopted by the Trust with
respect to each Portfolio. Except where otherwise noted, these investment
restrictions are "fundamental" policies that, under the Act, may not be changed
without the vote of a

S-18
<PAGE>

majority of the outstanding voting securities of the Portfolio, respectively, to
which it relates. A "majority of the outstanding voting securities" is defined
in the Act as the lesser of (a) 67% or more of the shares present at a
shareholders meeting if the holders of more than 50% of the outstanding shares
are present and represented by proxy, or (b) more than 50% of the outstanding
shares. The percentage limitations contained in the restrictions below apply at
the time of the purchase of securities.

Unless Sections 8(b)(1) and 13(a) of the 1940 Act or any SEC or SEC Staff
interpretations thereof, are amended or modified, each of THE RESOLUTE TREASURY
MONEY MARKET, BOND, EQUITY, SMALL COMPANY AND INTERNATIONAL EQUITY PORTFOLIOS
may not:

1. Purchase any security if, as a result, more than 25% of the value of the
Portfolios' total assets would be invested in securities of issuers having
their principal business activities in the same industry. This limitation
shall not apply to obligations issued or guaranteed by the U.S. Government,
its agencies or instrumentalities;

2. Borrow money, except that the Portfolio may (i) borrow money from banks for
temporary or emergency purposes (not for leveraging purposes) and (ii)
enter into reverse repurchase agreements for any purpose; provided that (i)
and (ii) in total do not exceed 33 1/3% of the value of the Portfolio's
total assets (including the amount borrowed) less liabilities (other than
borrowings). If at any time any borrowings come to exceed 33 1/3% of the
value of the Portfolio's total assets, the Portfolio will reduce its
borrowings within three business days to the extent necessary to comply
with the 33 1/3% limitation;

3. With respect to 75% of its total assets, purchase any security if, as a
result, (a) more than 5% of the value of the Portfolio's total assets would
be invested in securities or other obligations of any one issuer; or (b)
the Portfolio would hold more than 10% of the outstanding voting securities
of that issuer. This limitation shall not apply to Government securities
(as defined in the Act);

4. Make loans to other persons, except through the purchase of debt
obligations (including privately placed securities), loans of portfolio
securities, and participation in repurchase agreements;

S-19
<PAGE>

5. Purchase or sell physical commodities or contracts thereon, unless acquired
as a result of the ownership of securities or instruments, but the
Portfolio may purchase or sell futures contracts or options (including
options on futures contracts, but excluding options or futures contracts on
physical commodities) may enter into foreign currency forward contracts;

6. Purchase or sell real estate, but the Portfolio may purchase or sell
securities that are secured by real estate or issued by companies
(including real estate investment trusts) that invest or deal in real
estate;

7. Underwrite securities of other issuers, except to the extent the Portfolio,
in disposing of portfolio securities, may be deemed an underwriter within
the meaning of the Securities Act of 1933, as amended; and

8. Issue senior securities, except as permitted under the Act or any rule,
order or interpretation thereunder.

NON-FUNDAMENTAL INVESTMENT RESTRICTIONS

The investment restrictions that follow are not fundamental policies of the
respective Portfolios and may be changed by the Board.

THE RESOLUTE TREASURY MONEY MARKET PORTFOLIO may not:

(i) acquire any illiquid securities if as a result thereof, more than 10%
of the market value of the Portfolio's total assets would be in investments that
are illiquid.

THE RESOLUTE BOND, EQUITY, SMALL COMPANY AND INTERNATIONAL EQUITY PORTFOLIOS
may not:

(i) Acquire securities of other investment companies, except as permitted
by the Act or any rule, order or interpretation thereunder, or in connection
with a merger, consolidation, reorganization, acquisition of assets or an offer
of exchange;

(ii) invest in warrants (other than warrants acquired by the Portfolio as
part of a unit or attached to securities at the time of purchase) if, as a
result, the investments (valued at the lower of cost or market) would exceed 5%
of the value of the Portfolio's net assets or if, as a result, more than 2% of
the Portfolio's net assets would be invested in warrants not listed on a
recognized U.S. or foreign stock exchange, to the extent permitted by applicable
state securities laws.

S-20
<PAGE>

(iii) Acquire any illiquid securities if as a result thereof, more than 15%
of the market value of the Portfolio's total assets would be in investments that
are illiquid;

(iv) Purchase any security if, as a result, the Portfolio would then have
more than 5% of its total assets invested in securities of companies (including
predecessors) that have been in continuous operation for fewer than three years;

(v) Sell any security short, unless it owns or has the right to obtain
securities equivalent in kind and amount to the securities sold or unless it
covers such short sales as required by the current rules or positions of the SEC
or its staff. Transactions in futures contracts and options shall not constitute
selling securities short;

(vi) Purchase securities on margin, but the Portfolio may obtain such short
term credits as may be necessary for the clearance of transactions;

(vii) Purchase securities of any issuer if, to the knowledge of the Trust,
any of the Trust's officers or Trustees or any officer of the Investment Manager
or Sub-Adviser, would after the Portfolio's purchase of the securities of such
issuer, individually own more than 1/2 of 1% of the issuer's outstanding
securities and such persons owning more than 1/2 of 1% of such securities
together beneficially would own more than 5% of such securities, all taken at
market; or

(viii) Invest in real estate limited partnerships or purchase interests in
oil, gas or mineral exploration or development programs or leases.

TRUSTEES AND OFFICERS
---------------------

The Trustees and Officers of the Trust, their business addresses, and their
principal occupations during the past five years are set forth below.

S-21
<PAGE>

<TABLE>
<CAPTION>
Position with Principal Occupations
Name and Address Trust/Portfolios During Past Five Years
---------------- ---------------- ----------------------

<S> <C> <C>
Bruce R. Stefany President Senior Vice President
One Granite Place,; of Chubb Life;
Concord, NH 03301 President and Director
of Chubb America Fund,
Inc., Chubb Investment
Advisory Corporation,
Chubb Securities
Corporation and
Hampshire Funding,
Inc.; Senior Vice
President and Director
of Chubb Investment
Funds, Inc.

James R. Wagner, Jr.* Trustee Senior Vice President
One Granite Place of Chubb Life, Chubb
Concord, NH 03301 America Service
Corporation, the
Colonial Life Insurance
Company of America;
previously Agent
Manager of Crown Life

Harry H. Bird M.D. Trustee Retired, previously
One Allen Lane Commissioner, Office
Hanover, N.H of Health and Human
Services, State of New
Hampshire, President,
the Hitchock Clinic,
Anesthesilogist

Charles E. Clough* Trustee Manager, Freedom Energy
P.O. Box 2002 Company LLC.,
Nashua, NH 03061 Previously, Chairman
and Chief Executive
Officer of Nashua
Corporation

Peggy A. Stock Trustee President, Colby-Sawyer
100 Main Street College
New London, N.H. 03257
</TABLE>
S-22
<PAGE>

<TABLE>
<CAPTION>
Position with Principal Occupations
Name and Address Trust/Portfolios During Past Five Years
---------------- ---------------- ----------------------

<S> <C> <C>
Charles C. Cornelio Vice President, and Senior Vice President,
One Granite Place General Counsel Chief Administrative
Concord, N.H. 03301 Officer and Counsel
Chubb Life; Vice
President and General
Counsel and Secretary
Chubb Securities
Corporation and
Hampshire Funding Inc.;
Vice President and
General Counsel Chubb
Investment Funds, Inc.
and Chubb America Fund,
Inc.; and Secretary of
Chubb Investment
Advisory Corporation,
Director, UST Master
Variable Series, Inc.

Shari J. Lease Secretary Assistant Vice
One Granite Place President and Counsel,
Concord, N.H. 03301 Chubb Life; Secretary,
Chubb Investment Funds,
Inc. and Chubb America
Fund, Inc.; Assistant
Secretary, Chubb
Investment Advisory,
previously Assistant
Counsel and Assistant
Vice President, State
Bond and Mortgage
Company and affiliated
companies
</TABLE>

S-23
<PAGE>

<TABLE>
<CAPTION>
Position with Principal Occupations
Name and Address Trust/Portfolios During Past Five Years
---------------- ---------------- ----------------------

<S> <C> <C>
John A. Weston Treasurer Assistant Vice
One Granite Place President, Mutual Fund
Concord, N.H. 03301 Accounting Officer of
ChubbLife; Treasurer
of Chubb Securities
Corporation, Chubb
Investment Advisory and
Hampshire Funding,
Inc.; formerly, Mutual
Fund Accounting Manager
for the Fund, Chubb
Investment Funds, Inc.
and Chubb Investment
Advisory Corporation
and Assistant Treasurer
for Chubb Securities
Corporation and
Hampshire Funding, Inc.

Thomas H. Elwood Assistant Assistant Counsel of
One Granite Place Secretary Chubb Life, Assistant
Concord, N.H. 03301 Secretary Chubb
Investment Funds, Inc.,
and Chubb America Fund,
formerly, Associate
Counsel, New York Life
Insurance Company;
Secretary New York Life
Institutional Funds,
Inc., Assistant
Secretary, MainStay
Funds, and MFA Funds
</TABLE>

S-24
<PAGE>

<TABLE>
<CAPTION>
Position with Principal Occupations
Name and Address Trust/Portfolios During Past Five Years
---------------- ---------------- ----------------------

<S> <C> <C>
Mark D. Landry Assistant Senior Fund Accountant
One Granite Place Treasurer for Chubb Life and
Concord, NH 03301, Chubb Investment
Advisory Corporation;
Assistant Treasurer of
Chubb America Fund,
Inc. and Chubb
Investment Funds, Inc;
formerly Fund
Accountant for Chubb
America Fund, Inc.,
Chubb Investment Funds,
Inc. and Chubb
Investment Advisory
Corporation
</TABLE>

* Asterisks indicate those trustees who are "interested persons" within the
meaning of Section 2(a)(19) of the Act.

S-25
<PAGE>

INVESTMENT ADVISORY AND OTHER SERVICES

INVESTMENT MANAGEMENT AGREEMENT AND SUB-ADVISORY AGREEMENT

The Trust has entered into Investment Management Agreements with Chubb
Investment Advisory Corporation ("Chubb Investment Advisory" or the "Investment
Manager") with respect to each of the Portfolios. The Trust and Chubb Investment
Advisory have also executed Sub-Advisory Agreements with Morgan Guaranty Trust
Company of New York, (the "Sub-Adviser" or "Morgan") with respect to each of the
Portfolios.

The Investment Management Agreement provides that Chubb Investment
Advisory, subject to control and review by the Board, is responsible for the
overall management and supervision of each Portfolio and for providing certain
administrative services to the Trust. See "MANAGEMENT OF THE TRUST AND
PORTFOLIOS" in the Prospectus. The Sub-Advisory Agreement provides that the Sub-
Adviser, subject to review by the Board and by Chubb Investment Advisory, has
the day-to-day responsibility for making decisions to buy, sell or hold any
particular security or other instrument for each Portfolio which it advises.

Chubb Investment Advisory, the Sub-Adviser and its affiliates may provide
investment advice to other clients, including, but not limited to, mutual funds,
individuals, pension funds and other institutional investors. In addition,
persons employed by Chubb Investment Advisory, who are also investment personnel
of Chubb & Son, Inc., may also provide investment advice to, supervise and
monitor investment portfolios for The Chubb Corporation and its affiliates,
including general accounts of the insurance affiliates of The Chubb Corporation.
Some of the advisory accounts of Chubb Investment Advisory, the Sub-Adviser, and
their affiliates may have investment objectives and investment programs similar
to those of the Portfolios. Accordingly, occasions may arise when securities
that are held by other advisory accounts, or that are currently being purchased
or sold for other advisory accounts, are also being selected for purchase or
sale for a Portfolio. It is the practice of Chubb Investment Advisory, the Sub-
Adviser and their affiliates to allocate such purchases or sales insofar as
feasible among their several clients in a manner they deem equitable, to all
accounts involved. Under normal circumstances, pursuant to procedures
established by the Board, such transactions will be (1) done on a pro-rata basis
substantially in proportion to the amounts ordered by each account, (2) entered
into only if the trade is likely to produce a benefit for the Portfolios, and
(3) at the same average price for each client. While it is conceivable that in
certain instances this procedure could adversely affect the price or number of
shares involved in the Trust's transaction, it is believed that the procedure
generally contributes to better overall execution of the Trust's portfolio
transactions. It is

S-26
<PAGE>

also the policy of Chubb Investment Advisory, the Sub-Adviser, and each of their
affiliates not to favor any one account over the other.

For providing investment advisory and management services to the Trust,
Chubb Investment Advisory receives monthly compensation from the Trust and has
sole responsibility to provide the Sub-Adviser, with monthly compensation at
annual rates computed as described under "MANAGEMENT OF THE TRUST AND
PORTFOLIOS" in the Prospectus.

The Investment Management Agreements also obligate Chubb Investment
Advisory to perform certain administrative services which are described more
completely in the Prospectus. Certain of these functions have been delegated to
the Sub-Adviser.

The Investment Management Agreements and the Sub-Advisory Agreements were
approved by the Board on June 3, 1994 and by Chubb Life, the sole shareholder,
on September 7, 1994. Unless earlier terminated, each Agreement will remain in
effect as to the applicable Portfolio from year to year with respect to each
such Portfolio, if approved annually (1) by the Board or by a majority of the
outstanding shares of the Portfolio, and (2) by a majority of members of the
Board who are not interested persons, within the meaning of the Act, of any
party to such Agreement. The Agreements are not assignable and may be terminated
without penalty on 60 days' written notice at the option of any party or, with
respect to any Portfolio, by the requisite vote of the shareholders of that
Portfolio. See "CAPITAL SHARES" in this Statement of Additional Information.

INDEPENDENT AUDITORS

Ernst & Young, 200 Clarendon Street, Boston, Massachusetts 02116, has been
selected as the independent auditors of the Trust.

CUSTODIAN

Morgan located at 60 Wall Street, New York, New York 10260, ("Morgan")
holds the Trust's assets in safekeeping consistent with requirements of the Act.
Morgan is a wholly owned subsidiary of J.P. Morgan & Co. Incorporated. See
"MANAGEMENT OF THE TRUST AND PORTFOLIOS" in the Prospectus. As mentioned above
Morgan also acts as sub-adviser to the Portfolios. By virtue of the dual role of
Morgan as custodian and sub-adviser, the Trust assets are deemed to be held in a
self custodianship arrangement.

The Trust has also appointed, with the approval of the Board, and in the
future may appoint from time to time, sub- custodians, qualified under Rule
17f-5 of the Act, with respect

S-27
<PAGE>

to certain foreign securities. The Trust may authorize Morgan to enter into an
agreement with any U.S. banking institution or trust company to act as a sub-
custodian pursuant to a resolution of the Board. Securities owned by the Trust
subject to repurchase agreements may be held in the custody of other U.S. banks.

PAYMENT OF EXPENSES

Chubb Investment Advisory is obligated to assume the cost of certain
administrative expenses for the Trust, as described in the Prospectus under the
heading "MANAGEMENT OF THE TRUST AND PORTFOLIOS." The Trust pays the following
expenses: brokerage commissions and transfer taxes; other state, federal and
local taxes and filing fees; fees and expenses of qualification of the Trust and
its shares under federal and state securities laws subsequent to the effective
date of this Statement of Additional Information; compensation of Trustees who
are not interested persons of the Trust ("disinterested Trustees"); travel
expenses of disinterested Trustees; interest and other borrowing costs;
extraordinary or nonrecurring expenses such as litigation; costs of printing and
distributing communications to current policyowners; insurance premiums; charges
and expenses of the custodian, independent auditors, and counsel; industry
association dues; and other expenses not expressly assumed by Chubb Investment
Advisory. See "OFFERING AND REDEMPTION OF SHARES" below.

Chubb Life and Morgan have agreed to equally assume the expenses of the
Trust for the first two years of its operation in excess of applicable expense
caps on a per Portfolio basis ("Assumption of Expenses Agreement"). Pursuant to
the Assumption of Expenses Agreement, Chubb Life and Morgan will each pay fifty
percent of the Trust's ordinary and recurring expenses that exceed .60%, .75%,
.90%, 1.15% and 1.20% of the average daily net asset value respectively of the
Resolute Treasury Money Market, Bond, Equity, Small Company and International
Equity Portfolios. For these purposes, ordinary and recurring expenses generally
includes those expenses the Trust is reasonably expected to incur in its day-to-
day operations.

PORTFOLIO TRANSACTIONS AND BROKERAGE ALLOCATIONS

Under the Investment Management Agreements, Chubb Investment Advisory has
ultimate authority to select broker-dealers through which securities are to be
purchased and sold, subject to the general control of the Board. Under the Sub-
Advisory Agreement, the Sub-Adviser has the day-to-day responsibility for
selecting broker-dealers through which securities are to be purchased and sold,
subject to Chubb Investment Advisory's overall monitoring and supervision and
any standards and procedures established by the Board. The Sub-Adviser provides
the trading desk for their

S-28
<PAGE>

respective Portfolio transactions. Chubb Investment Advisory will perform daily
valuation of the assets of each Portfolio.

The Resolute Treasury Money Market Portfolio's investments usually will be
purchased on a principal basis directly from issuers, underwriters or dealers.
Accordingly, minimal brokerage charges are expected to be paid on such
transactions. Purchases from an underwriter generally include a commission or
concession paid by the issuer, and transactions with a dealer usually include
the dealer's mark-up.

Insofar as known to management, no trustee, director or officer of the
Trust, Chubb Investment Advisory, the Sub-Adviser or any person affiliated with
any of them has any material direct or indirect interest in any broker-dealer
employed by or on behalf of the Trust.

In selecting broker-dealers to execute transactions for the Trust, the
Sub-Adviser is obligated to use its best effort to obtain for each Portfolio the
most favorable overall price and execution available, considering all the
circumstances. Such circumstances include the price of the security, the size of
the broker-dealer's "spread" or commission, the willingness of the broker-dealer
to position the trade, the reliability, financial strength and stability and
operational capabilities of the broker-dealer, the ability to effect the
transaction at all where a large block is involved, the availability of the
broker-dealer to stand ready to execute possibly difficult transactions in the
future, including broker-dealers who specialize in any Canadian or foreign
securities held by the Portfolios. Such considerations are judgmental and are
weighed by the Sub-Adviser in seeking the most favorable overall economic result
for the Trust, including past experience as to choosing qualified
broker-dealers.

Notwithstanding the foregoing, however, and subject to appropriate policies
and procedures as then approved by the Board, Chubb Investment Advisory and the
Sub-Adviser are authorized to allocate portfolio transactions to broker-dealers
who have provided brokerage and research services, as such services are defined
in Section 28(e) of the Securities and Exchange Act of 1934, for the Portfolios
or other advisory accounts as to which Chubb Investment Advisory or the Sub-
Adviser may cause the Portfolios to pay a broker-dealer a commission for
effecting a securities transaction in excess of the amount another broker-dealer
would have charged for effecting the same transaction, if Chubb Investment
Advisory or the Sub-Adviser determines in good faith that such amount of
commission is reasonable in relation to the value of the brokerage and research
services, as defined above, provided by such broker-dealer viewed in terms of
either that particular transaction or the overall responsibilities of Chubb
Investment Advisory or the Sub-Adviser

S-29
<PAGE>

with respect to the Portfolios or their other advisory accounts. Such brokerage
and research services may include, among other things, analyses and reports
concerning issuers, industries, securities, economic factors and trends, and,
portfolio strategy. Such brokerage and research services may be used by Chubb
Investment Advisory or the Sub-Adviser in connection with any other advisory
accounts managed by it. Conversely, research services for any other advisory
accounts may be used by the Sub-Adviser or Chubb Investment Advisory in managing
the investments of a Portfolio. Chubb Investment Advisory or a Sub-Adviser may
also receive from such broker-dealers quotations for Portfolio valuation
purposes, provided that this results in no additional cost to the Trust.

The Sub-Adviser will use its best efforts to recapture all available tender
offer solicitation fees and similar payments in connection with tenders of the
securities of the Trust and to advise the Trust of any fees or payment of
whatever type which it may be possible to obtain for the Trust's benefit in
connection with the purchase or sale of Trust securities.

The Sub-Adviser and Chubb Investment Advisory may combine transactions for
the Trust with transactions for other accounts managed by them or their
affiliates, including other investment companies registered under the Act, as
previously described above. Transactions will be combined only when the
transaction meets the Trust's requirements as to selection of brokers or dealers
and negotiation of prices and commissions which the Sub-Adviser would otherwise
apply.

CAPITAL SHARES

The authorized capital of the Trust consists of an unlimited number of
outstanding shares which are divided into five series: Resolute Treasury Money
Market Portfolio, Resolute Bond Portfolio, Resolute Equity Portfolio, Resolute
Small Company Portfolio, Resolute International Equity Portfolio. Each series
currently consists of 100,000,000 shares. The Trust has the right to issue
additional shares without the consent of shareholders, and may allocate its
reissued shares to new series or to one or more of the five existing series.

The assets received by the Trust for the issuance or sale of shares of each
Portfolio and all income, earnings, profits and proceeds thereof are
specifically allocated to each Portfolio. They constitute the underlying assets
of each Portfolio, are required to be segregated on the books of accounts and
are to be charged with the expenses of such Portfolio. Any assets which are not
clearly allocable to a particular Portfolio or Portfolios are allocated in a
manner determined by the Board. Accrued liabilities which are not clearly
allocable to one or more Portfolios would generally be allocated among the
Portfolios in

S-30
<PAGE>

proportion to their relative net assets before adjustment for such unallocated
liabilities. Each issued and outstanding share in a Portfolio is entitled to
participate equally in dividends and distributions declared with respect to such
Portfolio and in the net assets of such Portfolio upon liquidation or
dissolution remaining after satisfaction of outstanding liabilities.

The shares of each Portfolio, when issued, will be fully paid and non-
assessable, will have no preference, preemptive, conversion, exchange or similar
rights, and will be freely transferable. Shares do not have cumulative voting
rights.

Chubb Life provided the initial capital for the Trust by purchasing
$1,000,000 worth of shares of each of the Resolute Bond, Resolute Equity, Small
Company and International Equity Portfolios for its general account. Chubb Life
intends to withdraw such investment from time to time, but has agreed not to
make any request for redemption if it would reduce the Trust's net worth below
$100,000.

The shares held by Chubb Life or its affiliated insurance companies,
including shares for which no voting instructions have been received, shares
held in a separate account representing charges imposed by Chubb Life or its
affiliates and shares held by Chubb Life that are not otherwise attributable to
Policies, will be voted by Chubb Life or its affiliated insurance companies in
proportion to instructions received from the owners of Policies. Chubb Life and
its affiliated insurance companies reserve the right to vote any or all such
shares at their discretion to the extent consistent with then current
interpretations of the Act and rules thereunder.

The officers and Trustees cannot directly own shares of the Trust without
purchasing a Policy. As a result, the amount of shares owned by the Trustees
and officers as a group is less than 1% of each Portfolio.

OFFERING AND REDEMPTION OF SHARES

The Trust offers shares of each Portfolio only for purchase by the
corresponding division of separate accounts established by Chubb Life or its
affiliated insurance companies. It thus will serve as an investment medium for
the Policies offered by Chubb Life and its affiliated insurance companies. The
offering is without a sales charge and is made at each Portfolio's net asset
value per share, which is determined in the manner set forth below under
"DETERMINATION OF NET ASSET VALUE." In the future, the shares of the Trust may
be offered to additional separate accounts of Chubb Life, its successors or
assigns, or of its affiliated insurance companies.

S-31
<PAGE>

The Trust redeems all full and fractional shares of the Trust at the net
asset value per share applicable to each Portfolio. See "DETERMINATION OF NET
ASSET VALUE" below.

Redemptions are normally made in cash, but the Trust has authority, at its
discretion, to make full or partial payment by assignment to the separate
account of portfolio securities at their value used in determining the
redemption price. The Trust, nevertheless, pursuant to Rule 18f-1 under the
1940 Act, has filed a notification of election on Form N-18f-1, by which the
Trust has committed itself to pay to the separate account in cash, all such
separate account's requests for redemption made during any 90-day period, up to
the lesser of $250,000 or 1% of the applicable Portfolio's net asset value at
the beginning of such period. The securities, if any, to be paid in-kind to the
separate account will be selected in such manner as the Board deems fair and
equitable. In such cases, the separate account would incur brokerage costs
should it wish to liquidate these portfolio securities.

The right to redeem shares or to receive payment with respect to any
redemption of shares of any Portfolio may only be suspended (1) for any period
during which trading on the New York Stock Exchange is restricted or such
Exchange is closed, other than customary weekend and holiday closings, (2) for
any period during which an emergency exists as a result of which disposal of
securities or determination of the net asset value of that Portfolio is not
reasonably practicable, or (3) for such other periods as the SEC may by order
permit for the protection of shareholders of the Portfolio.

DETERMINATION OF NET ASSET VALUE

The net asset value of the shares of each Portfolio of the Trust is
determined immediately after the declaration by the Trust of dividends, if any,
as of the close of regular trading on the New York Stock Exchange (presently
4:00 P.M.), on each day during which the New York Stock Exchange is open for
trading. The New York Stock Exchange is open from Monday through Friday except
on the following national holidays: New Years Day, President's Day, Good Friday,
Memorial Day, Independence Day, Labor Day, Thanksgiving Day, and Christmas Day.
In the event that any of the above holidays falls on a Sunday, it is regularly
observed on the following Monday. The net asset value per share of each
Portfolio is computed by dividing the sum of the value of the securities held by
that Portfolio, plus any cash or other assets and minus all liabilities by the
total number of outstanding shares of the Portfolio at such time. Any expenses
borne by the Trust, including the investment management fee payable to Chubb
Investment Advisory, are accrued daily except for extraordinary or non-recurring
expenses. See "INVESTMENT ADVISORY AND OTHER SERVICES" above.

S-32
<PAGE>

Portfolio securities which are traded on national stock exchanges are
valued at the last sale price as of the close of business of the New York Stock
Exchange on the day the securities are being valued, or, lacking any sales, at
the mean between the closing bid and asked prices.

Securities traded in the over-the-counter market are valued at the closing
sales price as reported on a readily available market quotation system, or, if
no sale took place, the mean between the bid and asked prices. Securities and
assets for which market quotations are not readily available are valued at fair
value as determined in good faith by the Board.

Quotations of foreign securities in foreign currencies are converted to
U.S. dollar equivalents using appropriately translated foreign market closing
prices.

U.S. Treasury securities and other obligations issued or guaranteed by the
U.S. Government, its agencies or instrumentalities with remaining maturities of
more than 60 days, are valued at representative quoted prices from bond pricing
services.

Long-term publicly traded corporate bonds are valued at prices obtained
from a bond pricing service when such prices are available or, when appropriate,
from broker-dealers who make a market in those securities.

Debt instruments with a remaining maturity of 60 days or less are valued on
an amortized cost basis. Under this method of valuation, the security is
initially valued at cost on the date of purchase or, in the case of securities
purchased with more than 60 days remaining to maturity, the market value on the
61st day prior to maturity. Thereafter, a constant proportionate amortization
in value is assumed until maturity of any discount or premium, regardless of the
impact of fluctuating interest rates on the market value of the security. The
amortized cost value of the security may be either more or less than the market
value at any given time. If for any reason the fair value of any security is
not fairly reflected through the amortized cost method of valuation, such
security will be valued by market quotations, if available, otherwise as
determined in good faith by the Board.

TAXES

In order for each Portfolio of the Trust to qualify for Federal income tax
treatment as a regulated investment company, at least 90% of its gross income
for a taxable year must be derived from qualifying income, i.e., dividends,
interest, income derived from loans of securities, and gains from the sale of
securities. In addition, in general, gains realized on the sale

S-33
<PAGE>

or other disposition of securities held for less than three months must be
limited to less than 30% of each Portfolio's annual gross income. It is the
Trust's policy to comply with the provisions of the Internal Revenue Code of
1986, as amended (the "Code") regarding distribution of investment income and
capital gains so that each Portfolio will not be subject to Federal income tax
on amounts distributed and undistributed or an excise tax on certain
undistributed income or capital gains. For these purposes, if a regulated
investment company declares a dividend in December to shareholders of record in
December and pays such dividends before the end of January they will be treated
as paid in the preceding calendar year and to have been received by such
shareholder in December.

Federal Tax Matters. A policyowner's interest in earnings on assets held
in a separate account and invested in the Trust are not includible in the
policyowner's gross income because the Policies presently qualify as life
insurance contracts for federal income tax purposes.

The Trust intends that each Portfolio comply with Section 817(h) of the
Code and the regulations thereunder. Pursuant to that Section, the only
shareholders of the Trust and its Portfolios will be separate accounts funding
variable annuities and variable life insurance policies established by Chubb
Life, its successors and assigns or by other insurance companies with which
Chubb Life is affiliated and Chubb Life's general account which provided the
initial capital for the Portfolios.

In addition, Section 817(h) of the Code and the regulations thereunder
impose diversification requirements on the separate accounts and on the
Portfolios. These diversification requirements are in addition to the
diversification requirements imposed by the Code for the Portfolios to be
treated as regulated investment companies. Failure to meet the requirements of
Section 817(h) could result in taxation to Chubb Life or its affiliated
insurance companies and the immediate taxation of the owners of the Policies
funded by the Trust.

The Secretary of the Treasury may in the future issue regulations or one or
more revenue rulings which would prescribe the circumstances in which a
policyowner's control of the investments of a segregated asset account would
cause the policy owner, rather than an insurance company, to be treated as the
owner of the assets of the account. The regulations could impose requirements
that are not reflected in the Policy, relating, for example, to such elements of
policyowner control as premium allocation, transfer privileges and investment in
a division focusing on a particular investment sector. Failure to comply with
any such regulations presumably would cause earnings on a policyowner's interest
in the separate account to be includible in the policyowner's gross income in
the year earned.

S-34
<PAGE>

The Trust may, therefore, find it necessary to take action to assure that
the Policy continues to qualify as a life insurance policy under Federal tax
laws. The Trust, or Chubb Life, for example, may be required to alter the
investment objectives of any Portfolios, or reduce the number of Portfolios, or
substitute the shares of one Portfolio for those of another. No such change of
investment objectives or substitution of securities will take place without
notice to affected policyowners or the approval of a majority of such
policyowners and without the approval of the SEC, to the extent legally
required.

PERFORMANCE AND YIELD INFORMATION

MONEY MARKET PORTFOLIO

The Resolute Treasury Money Market Portfolio's yield is its investment
income, less expenses, expressed as a percentage of assets on an annualized
basis for a seven-day period. The yield does not reflect the fees and charges
imposed on the assets of a separate account.

The simple annualized yield is computed by determining the net change
(exclusive of realized gains and losses from the sale of securities and
unrealized appreciation and depreciation) in the value of a hypothetical pre-
existing account having a balance of one share at the beginning of the seven-day
period, dividing the net change in account value by the value of the account at
the beginning of the period, and annualizing the resulting quotient (base period
return) on a 365-day basis. The net change in account value reflects the value
of additional shares purchased with dividends from the original shares in the
account during the seven-day period, dividends declared on such additional
shares during the period, and expenses accrued during the period.

The compounded effective yield is computed by determining the unannualized
base period return, adding one to the base period return, raising the sum to a
power equal to 365 divided by seven, and subtracting one from the result.

NON-MONEY MARKET PORTFOLIOS

This yield figure represents the net annualized yield based on a specified
30-day (or one month) period assuming a reinvestment semiannual compounding of
income. Yield is calculated by dividing the average daily net investment income
per share earned during the specified period by the

S-35
<PAGE>

maximum offering price, which is net asset value per share on the last day of
the period, and annualizing the result according to the following formula:

Yield = 2 [(A-B + 1) to the 6 power - 1]
---
CD

where A equals dividends and interest earned during the period, B equals
expenses accrued for the period (net of reimbursements), C equals the average
daily number of shares outstanding during the period that were entitled to
receive dividends, and D equals the maximum offering price per share on the last
day of the period.

The average annual total return figures represent the average annual
compounded rate of return for the stated period. Average annual total return
quotations reflect the percentage change between the beginning value of a static
account in the Portfolio and the ending value of that account measured by the
then current net asset value of that Portfolio assuming that all dividends and
capital gains distributions during the stated period were reinvested in shares
of the Portfolio when paid. Total return is calculated by finding the average
annual compounded rates of return of a hypothetical investment that would
compare the initial amount to the ending redeemable value of such investment
according to the following formula:

T = (ERV/p) to the 1/n power -1

where T equals average annual total return, where ERV, the ending redeemable
value, is the value, at the end of the applicable period, of a hypothetical
$100,000 payment made at the beginning of the applicable period, where P equals
a hypothetical initial payment of $100,000, and where N equals the number of
years.

From time to time, in reports and sales literature: (1) each Portfolio's
performance or P/E ratio may be compared to: (i) the Standard & Poor's 500
Composite Stock Price Index ("S&P 500 Index") and Dow Jones Industrial Average
so that an investor may compare that Portfolio's results with those of a group
of unmanaged securities widely regarded by investors as representative of the
U.S. stock market in general; (ii) other groups of mutual funds tracked by: (A)
Lipper Analytical Services, a widely-used independent research firm which ranks
mutual funds by overall performance, investment objectives, and asset size; (B)
Forbes Magazine's Annual Mutual Funds Survey and Mutual Fund Honor Roll; or (C)
other financial or business publications, such as the Wall Street Journal,
Business Week, Money Magazine, and Barron's, which provide similar information;
(iii) indexes of stocks comparable to those in which the particular Portfolio
invests; (2) the Consumer Price Index (3)

S-36
<PAGE>

other U.S. government statistics such as GNP, and net import and export figures
derived from governmental publications, e.g. The Survey of Current Business, may
be used to illustrate investment attributes of each Portfolio or the general
economic, business, investment, or financial environment in which each Portfolio
operates; and (4) the effect of tax-deferred compounding on the particular
Portfolio's investment returns, or on returns in general, may be illustrated by
graphs, charts, etc. where such graphs or charts would compare, at various
points in time, the return from an investment in the particular Portfolio (or
returns in general) on a tax-deferred basis (assuming reinvestment of capital
gains and dividends and assuming one or more tax rates) with the return on a
taxable basis. Each Portfolio's performance may also be compared to the
performance of other mutual funds by Morningstar, Inc. which ranks mutual funds
on the basis of historical risk and total return. Morningstar rankings are
calculated using the mutual fund's performance relative to three-month Treasury
bill monthly returns. Morningstar's rankings range from five stars (highest) to
one star (lowest) and represent Morningstar's assessment of the historical risk
level and total return of a mutual fund as a weighted average for 3, 5, and 10-
year periods. In each category, Morningstar limits its five star rankings to 10%
of the funds it follows and its four star rankings to 22.5% of the funds it
follows. Rankings are not absolute or necessarily predictive of future
performance.

The performance of the Portfolios may be compared, for example, to the
record of the S&P 500 Index, the Russell 2000, the Russell 2500, the NASDAQ
Composite Index, the Morgan Stanley Capital International and the Europe,
Australia, Far Eastern ("EAFE") Index. The S&P 500 Index is a well known measure
of the price performance of 500 leading larger domestic stocks which represent
approximately 80% of the market capitalization of the U.S. Equity market. The
Russell 2000 Small Stock Index is designed to be a comprehensive representation
of the U.S. small cap equity market. It is composed of 2,000 issues of smaller
domestic stocks which represent nearly 7% of U.S. market capitalization. The
Russell 2500 Index is comprised of the Russell 2000 small cap companies plus the
next 500 largest companies in the Russell 3000 universe. The NASDAQ Composite
Index is comprised of all stocks on NASDAQ's National Market Systems, as well as
other NASDAQ domestic equity securities. The NASDAQ Composite Index has
typically included smaller, less mature companies representing 10% to 15% of the
capitalization of the entire domestic equity market. The EAFE Index is comprised
of more than 900 companies in Europe, Australia and the Far East. All of these
indexes are unmanaged and capitalization weighted. In general, the securities
comprising the Russell 2500, the Russell 2000 and NASDAQ Composite Index are
more growth oriented and have a somewhat higher volatility than in the S&P 500
Index.

The total returns of all of these indexes will show the

S-37
<PAGE>

changes in prices for the stocks in each index. However, only the performance
data for the S&P 500 Index assumes reinvestment of all capital gains
distributions and dividends paid by the stocks in each data base. Tax
consequences will not be included in such illustration, nor will brokerage or
other fees or expenses of investing be reflected in the NASDAQ Composite, S&P
500, EAFE Index, Russell 2000 and Russell 2500.

DELAWARE BUSINESS TRUST

The Trust is a business organization of the type commonly known as a
"Delaware Business Trust" of which each Portfolio is a series. The Trust has
filed a certificate of trust with the office of the Secretary of State of
Delaware. Except to the extent otherwise provided in the governing instrument of
the business trust, the beneficial owners shall be entitled to the same
limitation of personal liability extended to stockholders of private
corporations for profit organized under the general corporation law of the State
of Delaware.

The Trust provides for the establishment of designated series of beneficial
interests (the Portfolios) having separate rights, powers or duties with respect
to specified property or obligations of the Trust or profits and losses
associated with specified property or obligations, and, to the extent provided
in the Declaration of Trust, any such series may have a separate business
purpose or investment objective.

The Trust shall continue without limitation of time subject to the
provisions in the Declaration of Trust concerning termination by action of the
shareholders or by action of the Trustees upon notice to the shareholders.

ADDITIONAL INFORMATION

REPORTS

Annual and semi-annual reports containing financial statements of the
Trust, as well as voting instruction soliciting material for the Trust, will be
sent to Policyowners.

S-38
<PAGE>

APPENDIX A

DESCRIPTION OF SECURITY RATINGS

STANDARD & POOR'S

Corporate and Municipal Bonds

AAA Debt rated AAA have the highest ratings assigned by Standard &
Poor's to a debt obligation. Capacity to pay interest and repay
principal is extremely strong.

AA Debt rated AA have a very strong capacity to pay interest and repay
principal and differ from the highest rated issues only in a small
degree.

A Debt rated A have a strong capacity to pay interest and repay
principal although they are somewhat more susceptible to the
adverse effects of changes in circumstances and economic conditions
than debts in higher rated categories.

BBB Debt rated BBB are regarded as having an adequate capacity to pay
interest and repay principal. Whereas they normally exhibit
adequate protection parameters, adverse economic conditions or
changing circumstances are more likely to lead to a weakened
capacity to pay interest and repay principal for debts in this
category than for debts in higher rated categories.

BB Debt rated BB is regarded as having less near- term vulnerability
to default than other speculative issues. However, it faces major
ongoing uncertainties or exposure to adverse business, financial or
economic conditions which could lead to inadequate capacity to meet
timely interest and principal payments.

Commercial Paper

A Issues assigned this highest rating are regarded as having the
greatest capacity for timely payment. Issues in this category are
further refined with the designations 1, 2, and 3 to indicate the
relative degree of safety.

A-1 This designation indicates that the degree of safety regarding
timely payment is very strong. Short-Term Tax-Exempt Notes
---------------------------

S-39
<PAGE>

SP-1 The short-term tax-exempt note rating of SP-1 is the highest
rating assigned by Standard & Poor's and has a very strong or
strong capacity to pay principal and interest. Those issues
determined to possess overwhelming safety characteristics are
given a "plus" (+) designation.

MOODY'S

Corporate and Municipal Bonds

Aaa Bonds which are rated Aaa are judged to be the best quality. They
carry the smallest degree of investment risk and are generally
referred to as "gilt edge." Interest payments are protected by a
large or by an exceptionally stable margin and principal is
secure. While the various protective elements are likely to
change, such changes as can be visualized are most unlikely to
impair the fundamentally strong position of such issues.

Aa Bonds which are rated Aa are judged to be of high quality by all
standards. Together with the Aaa group they comprise what are
generally known as high grade bonds. They are rated lower than the
best bonds because margins of protection may not be as large as in
Aaa securities or fluctuation of protective elements may be of
greater amplitude or there may be other elements present which
make the long term risks appear somewhat larger than in Aaa
securities.

A Bonds which are rated A possess many favorable investment
attributes and are to be considered as upper medium grade
obligations. Factors giving security to principal and interest are
considered adequate but elements may be present which suggest a
susceptibility to impairment sometime in the future.

Baa Bonds which are rated Baa are considered as medium grade
obligations, i.e., they are neither highly protected nor poorly
secured. Interest payments and principal security appear adequate
for the present but certain protective elements may be lacking or
may be characteristically unreliable over any great length of
time. Such bonds lack outstanding investment characteristics and
in fact have speculative characteristics as well.

S-40
<PAGE>

Ba Bonds which are rated Ba are judged to have speculative elements;
their future cannot be considered as well-assured. Often the
protection of interest and principal payments may be very
moderate, and thereby not well safeguarded during both good and
bad times over the future. Uncertainty of position characterizes
bonds in this class.

Commercial Paper

Prime-1 Issuers rated Prime-1 (or related supporting institutions) have a
superior capacity for repayment of short-term promissory
obligations. Prime-1 repayment capacity will normally be evidenced
by the following characteristics:

- Leading market positions in well established industries.
- High rates of return on funds employed.
- Conservative capitalization structures with moderate reliance on
debt and ample asset protection.
- Broad margins in earnings coverage of fixed financial charges
and high internal cash generation.
- Well established access to a range of financial markets and
assured sources of alternate liquidity.

S-41
<PAGE>

CHUBB SERIES TRUST
SCHEDULE OF PORTFOLIO INVESTMENTS-(Unaudited)
RESOLUTE TREASURY MONEY MARKET PORTFOLIO
June 30, 1995

<TABLE>
<CAPTION>
Market
Principal Value
Value (Note B)
---------- ----------
<S> <C> <C> <C>
SHORT-TERM OBLIGATIONS-100.25%
U.S. Treasury Bill, 5.580%, due 08/03/95....................................... $ 27,000 $ 26,860
U.S. Treasury Bill, 5.685%, due 08/03/95....................................... 38,000 37,802
U.S. Treasury Bill, 5.450%, due 09/14/95....................................... 87,000 86,042
U.S. Treasury Bill, 5.375%, due 09/21/95....................................... 1,014,000 1,001,853
U.S. Treasury Bill, 5.410%, due 09/28/95....................................... 25,000 24,671
----------
Total Short-Term Obligations
(Cost $1,176,925)...................................... 1,177,228
----------
TOTAL INVESTMENTS
(Cost $1,176,925*)..................................... 100.25% 1,177,228
Other assets, less liabilities............................. (0.25) (2,908)
------ ----------
TOTAL NET ASSETS........................................ 100.00% $1,174,320
====== ==========
</TABLE>

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

*Aggregate cost for Federal income tax purposes.

See notes to financial statements.

F-1
<PAGE>

CHUBB SERIES TRUST
SCHEDULE OF PORTFOLIO INVESTMENTS-(Unaudited)
RESOLUTE BOND PORTFOLIO
June 30, 1995

<TABLE>
<CAPTION>
Market
Principal Value
Company Value (Note B)
------- -------- ---------
<S> <C> <C>
CORPORATE BONDS-28.86%

Banking-4.61%
Continental Bank, N.A., Sub
Notes, 7.875%,
due 02/01/03.............................. $ 55,000 $ 57,881
-----------

Financial Services-16.07%

Chrysler Financial Corp., 8.125%,
due 12/15/96.............................. 50,000 51,265
Ford Motor Credit Co., 8.250%,
due 05/15/96.............................. 50,000 50,872
GMAC Medium Term Note,
5.700%, due 12/22/97...................... 40,000 39,296
Greentree Financial Corp.,
7.200%, due 04/15/19...................... 60,000 60,125
-----------
201,558
-----------

Utilities - Electric-8.18%

Pacific Gas & Electric Co.,
7.875%, due 03/01/02...................... 50,000 52,898
Texas Utilities Electric Co.,
1st Mortgage, 7.875%
due 04/01/24.............................. 50,000 49,750
-----------
102,648
-----------
TOTAL CORPORATE BONDS
(Cost $346,833)......................... 362,087
-----------
U.S. GOVERNMENT AND AGENCY OBLIGATIONS-69.19%

FHLMC, 7.500%,
due 07/01/25.............................. $ 50,000 $ 50,250
U.S. Treasury Bond, 12.000%,
due 08/15/13.............................. 60,000 88,819
U.S. Treasury Bond, 9.250%,
due 02/15/16.............................. 150,000 192,797
U.S. Treasury Note, 7.625%,
due 04/30/96.............................. 190,000 192,790
U.S. Treasury Note, 4.750%,
due 10/31/98.............................. 40,000 38,562
U.S. Treasury Note, 7.750%,
due 11/30/99.............................. 140,000 149,406
U.S. Treasury Note, 7.500%,
due 11/15/01.............................. 145,000 155,558
-----------
TOTAL U.S. GOVERNMENT
AND AGENCY OBLIGATIONS
(Cost $831,062*)......................... 868,182
-----------
SHORT-TERM OBLIGATIONS-6.53%

U.S. Treasury Bill, 5.460%,
due 09/21/95.............................. 10,000 9,880
U.S. Treasury Bill, 5.410%,
due 09/28/95.............................. 73,000 72,038
-----------
TOTAL SHORT-TERM
OBLIGATIONS
(Cost $81,899).......................... 81,918
-----------
TOTAL INVESTMENTS
(Cost $1,259,794*)...................... 104.58% 1,312,187

Other assets, less liabilities.............. (4.58) (57,447)
-------- -----------
TOTAL NET ASSETS......................... 100.00% $ 1,254,740
======== -----------
</TABLE>

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

*Aggregate cost for Federal income tax purposes.

See notes to financial statements.

F-2
<PAGE>

CHUBB SERIES TRUST
SCHEDULE OF PORTFOLIO INVESTMENTS-(Unaudited)
RESOLUTE EQUITY PORTFOLIO
June 30, 1995

<TABLE>
<CAPTION>
Number Market
of Value
Company Shares (Note B)
------- -------- ---------
<S> <C> <C>
COMMON STOCK-99.04%

Aerospace-0.46%

Coltec Industries, Inc.+.................... 1,000 $ 17,250
-----------

Automotive Manufacturing-2.40%

General Motors Corporation.................. 1,900 89,062
-----------

Automotive Services & Supplies-0.92%

Cooper Tire & Rubber Co..................... 1,400 34,125
-----------

Banking-6.67%

BankAmerica Corporation..................... 1,600 84,200
First Union Corp............................ 800 36,200
Fleet Financial Group, Inc.................. 1,400 51,975
Nationsbank Corp............................ 1,400 75,075
-----------
247,450
-----------

Chemical-3.72%

E.I. Dupont DeNemours &
Company.................................... 300 20,625
Monsanto Co................................. 300 27,037
Union Carbide Corp.......................... 1,400 46,725
Wellman, Inc................................ 1,600 43,800
-----------
138,187
-----------

Commercial Services-1.62%

Services Corporation
International.............................. 1,900 60,088
-----------

Computer - Peripherals-3.19%

Bay Networks, Inc.+......................... 1,600 66,200
Conner Peripherals, Inc.+................... 1,900 23,512
International Business Machines............. 300 28,800
-----------
118,512
-----------

Computer - Software-1.88%

Novell, Inc.+............................... 3,500 69,781
-----------

Electrical Equipment-1.43%

Advanced Micro-Devices, Inc................. 500 $ 18,187
Magnetek, Inc.+............................. 400 5,450
W.W. Grainger, Inc.......................... 500 29,375
-----------
53,012
-----------

Electronics-2.40%

General Electric Co......................... 1,100 62,012
Motorola, Inc............................... 400 26,850
-----------
88,862
-----------

Entertainment, Leisure & Media-7.32%

CBS, Inc.................................... 500 33,500
Circus Circus Enterprises+.................. 1,900 66,975
International Game Technology+.............. 2,200 33,825
R.R. Donnelley & Sons Co.................... 1,400 50,400
Tele Communications,
Class A, ADR+.............................. 3,700 86,719
-----------
271,419
-----------

Financial Services-5.01%

Ambac, Inc.................................. 1,100 44,137
Citicorp.................................... 300 17,362
Dean Witter Discover & Co................... 1,100 51,700
Firstar Corp................................ 300 10,087
Great Western Financial Corp................ 1,900 39,187
ITT Corp.................................... 200 23,500
-----------
185,973
-----------

Food Processing-2.64%

Archer Daniels Midland Co................... 1,400 26,075
CPC International, Inc...................... 500 30,875
General Mills, Inc.......................... 800 41,100
-----------
98,050
-----------

Furniture & Appliances-0.30%

Interco, Inc................................ 1,900 11,163
-----------

Health Supplies-5.24%

Bausch & Lomb, Inc.......................... 2,700 112,050
Columbia/HCA Healthcare..................... 1,900 82,175
-----------
194,225
-----------

Home Construction-1.22%

Manville Corp.+............................. 3,300 45,375
-----------
</TABLE>

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

+ Non-income producing security.

See notes to financial statements.

F-3
<PAGE>

CHUBB SERIES TRUST
SCHEDULE OF PORTFOLIO INVESTMENTS-(Unaudited)
RESOLUTE EQUITY PORTFOLIO-(Continued)
June 30, 1995

<TABLE>
<CAPTION>
Number Market
of Value
Company Shares (Note B)
------- -------- ---------
<S> <C> <C>
COMMON STOCK-Continued

Household Products-5.48%

First Brands Corp........................... 500 $ 21,437
PepsiCo, Inc................................ 1,400 63,875
Philip Morris Companies, Inc................ 1,100 81,813
Procter & Gamble Co......................... 500 35,938
-----------
203,063
-----------

Insurance-2.15%

Providian Corp.............................. 2,200 79,750
-----------

Manufacturing-4.28%

Allied Signal, Inc.......................... 1,600 71,200
Johnson Controls, Inc....................... 500 28,250
Tyco International, Ltd..................... 1,100 59,400
-----------
158,850
-----------

Metal & Mining-2.06%

Freeport McMoran, Inc....................... 1,400 24,675
Reynolds Metals Co.......................... 1,000 51,750
-----------
76,425
-----------

Office Products-1.95%

Harris Corp................................. 1,400 72,275
-----------

Oil - Production-10.85%

Anadarko Petroleum Corp..................... 600 25,875
Cooper Cameron Corp.+....................... 3,600 67,950
Diamond Shamrock, Inc....................... 1,100 28,325
Exxon Corporation........................... 500 35,312
Mobil Corporation........................... 300 28,800
Oryx Energy Company+........................ 2,500 34,375
Repsol, S.A., ADR........................... 1,100 34,788
Royal Dutch Petroleum Co., ADR.............. 300 36,563
Sun Company, Inc............................ 1,400 38,325
Texaco, Inc................................. 1,100 72,188
-----------
402,501
-----------

Packaging & Containers-0.41%

Crown Cork & Seal
Company, Inc.+............................ 300 $ 15,037
-----------

Personal Care-0.90%

Avon Products, Inc.......................... 500 33,500
-----------

Pharmaceuticals-3.87%

Alza Corp., Class A+........................ 1,600 37,400
Eli Lilly & Co.............................. 800 62,800
Warner-Lambert Co........................... 500 43,188
-----------
143,388
-----------

Pollution Control-0.79%

Wheelabrator Technologies, Inc.............. 1,900 29,213
-----------

Railroad-1.05%

Conrail, Inc................................ 700 38,937
-----------

Retail-6.27%

Limited, Inc................................ 2,700 59,400
Melville Corp............................... 1,900 65,075
Price/Costco, Inc........................... 2,200 35,750
Wal-Mart Stores, Inc........................ 2,700 72,225
-----------
232,450
-----------

Telecommunications-6.55%

AT&T Corp................................... 1,400 74,375
BellSouth Corporation....................... 500 31,750
MCI Communications Corp..................... 2,700 59,400
Pacific Telesis Group....................... 1,100 29,425
Telefonos De Mexico, S.A., ADR.............. 500 14,813
U.S. West, Inc.............................. 800 33,300
-----------
243,063
-----------

Textiles-0.91%

Fruit of the Loom, Inc., Class A+........... 1,600 33,800
-----------

Trucking & Freight Carriers-2.37%

Canadian Pacific, Ltd., Ord................. 2,200 38,225
Union Pacific Corp.......................... 900 49,838
-----------
88,063
-----------
</TABLE>

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

+ Non-income producing security.

See notes to financial statements.

F-4
<PAGE>

CHUBB SERIES TRUST
SCHEDULE OF PORTFOLIO INVESTMENTS-(Unaudited)
RESOLUTE EQUITY PORTFOLIO-(Continued)
June 30, 1995

<TABLE>
<CAPTION>
Number Market
of Value
Company Shares (Note B)
------- -------- ----------
<S> <C> <C>
COMMON STOCK-Continued

Utilities - Electric-2.73%

Allegheny Power Systems, Inc................ 500 $ 11,750
Dominion Resources, Inc..................... 500 18,250
Entergy Corp................................ 1,600 38,600
Scecorp..................................... 1,900 32,538
----------
101,138
----------
TOTAL COMMON STOCK
(Cost $3,493,352)....................... 3,673,987
----------

<CAPTION>
Principal
Value
---------
<S> <C> <C>
SHORT-TERM OBLIGATIONS-3.03%
U.S. Treasury Bill, 5.380%,
due 08/03/95.............................. $73,000 72,632
U.S. Treasury Bill, 5.425%,
due 08/03/95.............................. 22,000 21,891
U.S. Treasury Bill, 5.410%,
due 09/21/95.............................. 18,000 17,784
----------
TOTAL SHORT-TERM
OBLIGATIONS
(Cost $112,301)......................... 112,307
----------
TOTAL INVESTMENTS
(Cost $3,605,653*)...................... 102.07% 3,786,294

Other assets, less liabilities.............. (2.07) (76,840)
-------- ----------
TOTAL NET ASSETS......................... 100.00% $3,709,454
======== ==========
</TABLE>

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

* Aggregate cost for Federal income tax purposes.

See notes to financial statements.

F-5
<PAGE>

CHUBB SERIES TRUST
SCHEDULE OF PORTFOLIO INVESTMENTS-(Unaudited)
RESOLUTE SMALL COMPANY PORTFOLIO
June 30, 1995

<TABLE>
<CAPTION>
Number Market
of Value
Company Shares (Note B)
------- -------- ----------
<S> <C> <C>
COMMON STOCK-93.91%

Advertising-0.15%

Advo Systems, Inc........................... 200 $ 3,775
----------

Aerospace-2.78%

Coltec Industries, Inc.+.................... 1,300 22,425
Kaydon Corp................................. 600 17,850
Orbital Sciences Corp.+..................... 500 9,125
Rohr Industries, Inc.+...................... 1,000 14,375
Watkins-Johnson Co.......................... 100 4,450
----------
68,225
----------

Airline-1.79%

Mesa Airlines, Inc.+........................ 4,800 43,800
----------

Automotive Manufacturing-0.19%

Paccar, Inc................................. 100 4,675
----------

Automotive Services & Supplies-2.32%

Cooper Tile & Rubber Co..................... 500 12,188
Excel Industries, Inc....................... 600 8,700
Intermet Corp.+............................. 1,900 18,050
Simpson Industries, Inc..................... 1,600 18,000
----------
56,938
----------

Banking-5.61%

First Commerce Corp......................... 1,200 35,400
First Virginia Banks, Inc................... 300 11,250
Firstar Corp................................ 1,000 33,625
Silicon Valley Bancshares+.................. 200 3,600
Southern National Corp...................... 1,080 25,920
Sterling Bancshares, Inc.................... 150 1,988
TrustCo Bancorp NY.......................... 400 8,700
Wilmington Trust Corp....................... 600 16,950
----------
137,433
----------

Biopharmaceuticals-0.07%

Human Genome Sciences, Inc.+................ 100 1,675
----------

Broadcasting-0.51%

Comcast UKCable Partners+................... 100 $ 1,613
Emmis Broadcasting Corp.,
Class A+.................................. 100 2,725
Heartland Wireless+......................... 100 2,375
Heritage Media Corp., Class A+.............. 200 5,775
----------
12,488
----------

Chemical-2.59%

Albemarle Corp.............................. 300 4,687
Bush Boake Allen, Inc.+..................... 100 3,038
Georgia Gulf Corp........................... 200 6,525
Wellman, Inc................................ 1,800 49,275
----------
63,525
----------

Commercial Services-1.28%

Measurex Corp............................... 100 3,038
Service Corporation International........... 900 28,462
----------
31,500
----------

Communications Services-0.90%

America Online, Inc.+....................... 500 22,000
----------

Computer - Peripherals-1.72%

Boca Research, Inc.+........................ 100 2,700
Network Computing Devices, Inc.+............ 200 1,725
Nexgen+..................................... 100 2,363
Planar Systems, Inc.+....................... 100 2,225
Quantum Corp.+.............................. 1,000 22,875
Tandem Computers, Inc.+..................... 200 3,225
Xcellenet, Inc.+............................ 300 6,975
----------
42,088
----------

Computer - Software-6.25%

Adobe Systems, Inc.......................... 200 11,600
Autodesk, Inc............................... 300 12,900
Avid Technology, Inc.+...................... 100 3,750
BMC Software, Inc.+......................... 100 7,725
Ceridian Corp.+............................. 100 3,687
Cheyenne Software, Inc.+.................... 100 1,850
Compuware Corp.+............................ 100 3,075
Davidson & Associates, Inc.................. 100 3,975
Dialogic Corporation+....................... 300 5,325
</TABLE>

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

+Non-income producing security.

See notes to financial statements.

F-6
<PAGE>

CHUBB SERIES TRUST
SCHEDULE OF PORTFOLIO INVESTMENTS-(Unaudited)
RESOLUTE SMALL COMPANY PORTFOLIO-(Continued)
June 30, 1995

<TABLE>
<CAPTION>
Number Market
of Value
Company Shares (Note B)
------- -------- ----------
<S> <C> <C>
COMMON STOCK-Continued

Computer - Software-Continued

General Magic, Inc.+........................ 100 $ 1,350
Inso Corp.+................................. 100 5,975
Intersolv, Inc.+............................ 100 2,325
Maxis, Inc.+................................ 100 2,662
McAfee Associates, Inc.+.................... 200 6,062
Microtec Research, Inc.+.................... 500 3,875
Network General Corp.+...................... 300 8,175
Network Peripherals, Inc.+.................. 200 4,362
Oak Technology, Inc.+....................... 100 3,675
Parametric Technology Corp.+................ 100 4,975
Phoenix Technology, Ltd.+................... 300 3,225
Pinnacle Systems, Inc.+..................... 200 4,500
Plaintree Systems, Inc.+.................... 100 1,050
Project Software &
Development, Inc.+........................ 200 5,950
Quarterdeck Office Systems+................. 300 3,488
Rational Software Corp.+.................... 200 2,725
Read-Rite Corp.+............................ 700 18,725
Security Dynamics Tech, Inc.+............... 100 4,500
Softkey Int'l, Inc.+........................ 100 3,188
Spyglass, Inc.+............................. 100 2,863
Symantec Corp.+............................. 100 2,887
UUNET Technologies, Inc.+................... 100 2,750
----------
153,174
----------

Education Services-0.56%

DeVRY, Inc., Delaware+...................... 200 4,000
Flightsafety International, Inc............. 200 9,750
----------
13,750
----------

Electrical Equipment-0.85%

Charter Power Systems, Inc.................. 200 4,800
Encore Wire Corp.+.......................... 200 2,200
Kuhlman Corp................................ 100 1,125
Micrel, Inc.+............................... 400 9,200
Microchip Tech, Inc.+....................... 100 3,638
----------
20,963
----------

Electronics-6.08%

ADT Limited+................................ 4,000 $ 47,000
American Technology
Materials, Inc.+.......................... 500 5,250
Amphenol Corp.+............................. 200 5,825
Brooktree Corp.+............................ 400 6,900
General Signal Corp......................... 600 23,850
Mentor Graphics Corp.+...................... 300 5,175
Perkin-Elmer Corp........................... 100 3,550
S3, Incorporated+........................... 100 3,600
SDL, Inc.+.................................. 200 6,000
Solectron Corp.+............................ 200 6,825
Sundstrand Corp............................. 300 17,925
Symbol Technologies+........................ 200 7,675
Xilinx, Inc.+............................... 100 9,400
----------
148,975
----------

Entertainment, Leisure & Media-2.29%

Argosy Gaming Corp.+........................ 100 1,275
Boyd Gaming Corp.+.......................... 1,500 24,937
Cinergi Pictures
Entertainment, Inc.+...................... 500 3,375
IMAX Corp.+................................. 200 2,225
Johnson Worldwide
Association, Inc., Class A+............... 300 7,050
Players International, Inc.+................ 150 3,000
Royal Caribbean Cruises, Ltd................ 600 13,200
Sports Club Co.+............................ 200 1,025
----------
56,087
----------

Financial Services-3.69%

Banknorth Group, Inc........................ 400 10,750
Capital RE Corp............................. 1,200 31,200
Charter One Financial, Inc.................. 400 9,800
Commerce Bancorp, Inc. NJ................... 400 7,750
Community First Bankshares.................. 200 3,400
First National Bancorp GA................... 200 4,300
GBC Bancorp Calif........................... 200 2,400
HUBCO, Inc.................................. 100 1,787
National Commerce
Bancorporation............................ 100 2,525
Payco American Corp.+....................... 300 2,325
Roosevelt Financial Group, Inc.............. 500 8,344
Southwest Securities Group, Inc............. 700 5,775
----------
90,356
----------
</TABLE>

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

+Non-income producing security.

See notes to financial statements.

F-7
<PAGE>

CHUBB SERIES TRUST
SCHEDULE OF PORTFOLIO INVESTMENTS-(Unaudited)
RESOLUTE SMALL COMPANY PORTFOLIO-(Continued)
June 30, 1995

<TABLE>
<CAPTION>
Number Market
of Value
Company Shares (Note B)
------- -------- ----------
<S> <C> <C>
COMMON STOCK-Continued

Food Processing-0.57%

John B. Sanfilippo & Son, Inc............... 100 $ 1,025
Universal Foods Corp........................ 400 12,950
----------
13,975
----------

Furniture & Appliances-0.06%

Bush Industries, Inc........................ 125 1,406
----------

Health Services-0.37%

Phycor, Inc.+............................... 100 3,513
Summit Care Corp.+.......................... 300 5,475
----------
8,988
----------

Home Construction-0.73%

Apogee Enterprises, Inc..................... 200 3,550
Congoleum Corp.+............................ 100 1,338
D.R. Horton, Inc.+.......................... 972 13,000
----------
17,888
----------

Hospital Services & Supplies-7.04%

Bioject Medical Technologies, Inc.+......... 200 300
Biomet, Inc.+............................... 100 1,550
Caremark International, Inc................. 200 4,000
C.R. Bard, Inc.............................. 200 6,000
Cellpro, Inc.+.............................. 800 10,700
Community Health Systems+................... 100 3,387
Corvita Corp.+.............................. 300 1,575
Fresenius USA, Inc.+........................ 900 11,812
Healthcare Retirement Corp.+................ 800 23,400
Health Management
Association, Inc.+........................ 900 26,325
Hooper Holmes, Inc.......................... 300 2,531
ICU Medical, Inc.+.......................... 100 1,412
Instent, Inc.+.............................. 100 1,425
Mariner Health Group, Inc.+................. 1,000 11,250
Occusystems+................................ 100 1,713
Oncor, Inc.+................................ 1,200 7,275
Owens & Minor, Inc.......................... 1,000 12,500
Perseptive Biosystems, Inc.+................ 1,200 13,200

Hospital Services & Supplies-(Continued)

St. Jude Medical, Inc....................... 100 $ 5,012
Stryker Corp................................ 100 3,838
Sunrise Medical, Inc.+...................... 100 3,113
Vital Signs, Inc............................ 700 12,075
Vivra, Inc.+................................ 300 8,138
----------
172,531
----------

Household Products-1.84%

Dekalb Genetics Corp........................ 300 13,200
Dreyers Grand Ice Cream..................... 100 3,662
First Brands Corp........................... 100 4,287
Libbey, Inc................................. 500 10,375
Nabisco Holdings Corp....................... 400 10,800
Riviana Foods, Inc.......................... 200 2,663
----------
44,987
----------

Insurance-3.24%

AMBAC, Inc.................................. 500 20,062
First Colony Corp........................... 800 19,200
Fremont General Corp........................ 180 4,342
Hilb, Rogal & Hamilton Co................... 200 2,500
MMI Companies, Inc.......................... 1,000 19,625
Mid Ocean, Ltd., Ord........................ 100 3,163
Partnerre Holdings, Ltd..................... 400 10,450
----------
79,342
----------

Lodging-0.09%

Doubletree Corp.+........................... 100 2,156
----------

Machinery-2.84%

Applied Power, Inc.......................... 500 14,437
Asyst Technologies, Inc.+................... 100 3,712
Black & Decker, Inc......................... 1,100 33,963
Credence Systems Corp.+..................... 150 4,538
Greenfield Industries, Inc.................. 100 2,900
Helix Technology Corp....................... 100 4,300
Micrion Corp.+.............................. 200 2,700
Regal Beloit Corp........................... 200 3,100
----------
69,650
----------
</TABLE>

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

+Non-income producing security.

See notes to financial statements.

F-8
<PAGE>

CHUBB SERIES TRUST
SCHEDULE OF PORTFOLIO INVESTMENTS-(Unaudited)
RESOLUTE SMALL COMPANY PORTFOLIO-(Continued)
June 30, 1995

<TABLE>
<CAPTION>
Number Market
of Value
Company Shares (Note B)
------- -------- ----------
<S> <C> <C>
COMMON STOCK-Continued

Manufacturing-1.44%

Glatfelter (P.H.) Co........................ 400 $ 8,050
Maverick Tube Corp.+........................ 400 3,050
Safety 1st, Inc.+........................... 200 3,925
W.H. Brady Co., Class A..................... 300 20,400
----------
35,425
----------

Medical Biotech-0.06%

Genetic Therapy, Inc.+...................... 100 1,487
----------

Metal & Mining-4.11%

Allegheny Ludlum Corp....................... 1,800 35,550
Commercial Metals Co........................ 600 16,200
Freeport-McMoran Copper &
Gold, Class A............................. 800 16,500
Kaiser Aluminum Corp.+...................... 600 8,325
Oregon Steel Mills, Inc..................... 400 6,850
Steel Technologies, Inc..................... 1,500 17,250
----------
100,675
----------

Office Products-1.23%

Harris Corp................................. 500 25,812
Nu-Kote Holdings, Inc.+..................... 100 3,175
U.S. Office Products Co.+................... 100 1,200
----------
30,187
----------

Oil - International-0.70%

Anadarko Petroleum Corp..................... 400 17,250
----------

Oil - Production-3.85%

Devon Energy Corp........................... 500 10,750
Holly Corp.................................. 200 4,625
Oryx Energy Company+........................ 2,300 31,625
Tesoro Petroleum Corp....................... 100 1,000
Texas Meridian, Inc.+....................... 200 2,150
TransCanada Pipelines, Ltd.................. 1,900 25,413
Vintage Petroleum, Inc...................... 1,000 18,750
----------
94,313
----------

Oil - Services-1.42%

Dreco Energy Services, Ltd.+................ 400 $ 5,800
El Paso Natural Gas Company................. 100 2,850
Noble Affiliates, Inc....................... 100 2,550
Noble Drilling Corp.+....................... 2,000 14,750
Oceaneering International, Inc.+............ 1,000 8,875
----------
34,825
----------

Pharmaceuticals-2.04%

Allergan, Inc............................... 200 5,425
Athena Neurosciences, Inc.+.................. 600 5,475
Inhale Therapeutic Systems+................. 300 2,400
IVAX Corp................................... 200 4,925
Mylan Laboratories, Inc..................... 100 3,075
Northfield Laboratories, Inc.+.............. 200 2,975
Sangstat Medical Corp.+..................... 400 2,050
Targeted Genetics Corp.+.................... 400 1,550
Univax Biologics, Inc.+..................... 600 2,850
Vertex Pharmaceuticals, Inc.+............... 400 6,550
Vical, Inc.+................................ 500 4,875
Watson Pharmaceutical+...................... 200 7,800
----------
49,950
----------

Pollution Control-1.55%

Dames & Moore, Inc.......................... 1,700 22,100
Mid-America Waste Systems, Inc.+............ 1,000 4,875
Sevenson Environmental
Services, Inc............................. 200 3,650
Tetra Technologies+......................... 600 7,275
----------
37,900
----------

Publishing & Printing-0.85%

Banta Corp.................................. 500 16,625
Consolidated Graphics, Inc.+................ 300 4,125
----------
20,750
----------
</TABLE>

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

+Non-income producing security.

See notes to financial statements.

F-9
<PAGE>

CHUBB SERIES TRUST
SCHEDULE OF PORTFOLIO INVESTMENTS-(Unaudited)
RESOLUTE SMALL COMPANY PORTFOLIO-(Continued)
June 30, 1995

<TABLE>
<CAPTION>
Number Market
of Value
Company Shares (Note B)
------- -------- ----------
<S> <C> <C>
COMMON STOCK-Continued

Real Estate-4.25%

Cali Realty Corp............................ 100 $ 1,937
Capstone Capital Trust, Inc................. 300 5,362
Chelsea GCA Realty, Inc..................... 200 5,400
Colonial Properties......................... 100 2,300
Developer Diversified Realty Corp........... 200 5,750
Equity Inns, Inc............................ 200 2,150
FelCor Suite Hotels, Inc.................... 100 2,550
Gables Residential Trust.................... 100 2,050
Health & Retirement Properties
Trust..................................... 1,300 19,500
Healthcare Realty........................... 600 12,150
Home Properties NY, Inc..................... 200 3,525
Liberty Property Trust...................... 100 1,962
Merry Land & Investment, Inc................ 100 2,038
RFS Hotel Investors, Inc.................... 200 3,050
ROC Communities, Inc........................ 400 8,850
Security Capital Pacific Trust.............. 500 8,688
South West Property Trust................... 500 5,750
Starwood Lodging Trust+..................... 100 2,350
Storage Trust Realty........................ 200 4,050
Sun Communities, Inc........................ 100 2,500
Wellsford Residential Properties............ 100 2,275
----------
104,187
----------

Restaurants - 0.93%

Brinker International, Inc.+................ 300 5,175
Sbarro, Inc................................. 600 13,950
Starbucks Corp.+............................ 100 3,563
----------
22,688
----------

Retail-3.55%

Borders, Inc.+.............................. 100 1,437
Brauns Fashions Corp.+...................... 400 900
Catherine Stores Corp.+..................... 900 10,012
Charming Shoppes, Inc....................... 2,500 13,125
Fastenal Co................................. 200 5,462
Garden Ridge Corp.+......................... 100 2,475
Hannaford Brothers Co....................... 100 2,850
Kohls Corp.+................................ 200 9,125
Leslie's Poolmart+.......................... 100 1,500

Retail-Continued

Office Depot, Inc.+......................... 100 $ 2,813
One Price Clothing Stores, Inc.+............ 1,000 3,750
Penn Traffic Co., New+...................... 400 14,150
Stop & Shop Companies, Inc.+................ 100 2,563
TJX Companies, Inc.......................... 800 10,600
Urban Outfitters+........................... 100 2,175
Vons Companies, Inc.+....................... 200 4,025
----------
86,962
----------

Telecommunications-2.48%

Andrew Corp.+............................... 100 5,787
Applied Digital Access+..................... 500 6,500
Arch Communications Group+.................. 100 2,225
Comdial Corp.+.............................. 700 2,887
Leasing Solutions, Inc.+.................... 100 1,163
MFS Communications, Inc.+................... 100 3,225
Mobilemedia, Inc.+.......................... 100 2,050
Network Express, Inc.+...................... 100 1,388
NYNEX Cablecomms Group+..................... 200 4,050
Paging Network+............................. 600 20,550
Tellabs, Inc.+.............................. 200 9,625
Videotron Holdings, PLC+.................... 100 1,400
----------
60,850
----------

Textiles-1.57%

Collins & Aikman, New+...................... 500 4,500
Fruit of the Loom, Inc., Class A+........... 1,000 21,125
Nine West Group, Inc.+...................... 200 7,300
St. John Knits, Inc......................... 100 4,488
Worldtex, Inc.+............................. 200 1,175
----------
38,588
----------

Trucking & Leasing-0.84%

American Freightways Corp.+................. 100 2,050
Heartland Express, Inc.+.................... 200 5,100
USA Truck, Inc.+............................ 100 1,525
Werner Enterprises, Inc..................... 600 12,000
----------
20,675
----------
</TABLE>

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

+Non-income producing security.

See notes to financial statements.

F-10
<PAGE>

CHUBB SERIES TRUST
SCHEDULE OF PORTFOLIO INVESTMENTS-(Unaudited)
RESOLUTE SMALL COMPANY PORTFOLIO-(Continued)
June 30, 1995

<TABLE>
<CAPTION>
Number Market
of Value
Company Shares (Note B)
------- -------- ----------
<S> <C> <C>
COMMON STOCK-Continued

Utilities - Electric-3.98%

Alleghany Power Systems, Inc................ 500 $ 11,750
California Energy Co.+...................... 500 8,188
Central Hudson Gas &
Electric Corp............................. 700 18,900
Central Louisiana Electric, Inc............. 200 4,700
Illinova Corp............................... 200 5,075
Pinnacle West Capital Corp.................. 1,100 26,950
Potomac Electric Power Co................... 200 4,300
Washington Water Power Co................... 1,100 17,600
----------
97,463
----------

Utilities - Gas-1.12%

Atlantic Gas and Light...................... 300 10,425
Brooklyn Union Gas Company.................. 300 7,875
Providence Energy Corp...................... 300 4,575
United Cities Gas Co........................ 300 4,500
----------
27,375
----------

Utilities - Water & Sewer-1.53%

American Water Works, Inc................... 900 28,575
Aquarion Co................................. 100 2,300
E'Town...................................... 100 2,713
Southern California Water Co................ 200 3,875
----------
37,463
----------
TOTAL COMMON STOCK
(cost $2,071,023) ...................... 2,301,363
----------
PREFERRED STOCK-0.14%

Telecommunications Equipment-0.14%

MFS Communications, Conv.,
Pfd, 8.000%............................... 100 3,450
----------
TOTAL PREFERRED STOCK
(cost $3,350)........................... 3,450
----------

<CAPTION>
Market
Principal Value
Company Value (Note B)
------- --------- ----------
<S> <C> <C>
SHORT-TERM OBLIGATIONS-10.11%

U.S. Treasury Bill, 5.400%,
due 08/03/95.............................. $ 20,000 $ 19,901
U.S. Treasury Bill, 5.425%,
due 08/03/95.............................. 18,000 17,911
U.S. Treasury Bill, 5.510%,
due 08/03/95.............................. 12,000 11,938
U.S. Treasury Bill, 5.550%,
due 08/03/95.............................. 8,000 7,959
U.S. Treasury Bill, 5.350%,
due 08/31/95.............................. 120,000 118,948
U.S. Treasury Bill, 5.450%,
due 09/14/95.............................. 15,000 14,835
U.S. Treasury Bill, 5.375%,
due 09/21/95.............................. 20,000 19,761
U.S. Treasury Bill, 5.390%,
due 09/21/95.............................. 15,000 14,820
U.S. Treasury Bill, 5.410%,
due 09/21/95.............................. 12,000 11,856
U.S. Treasury Bill, 5.380%,
due 09/21/95.............................. 10,000 9,880
----------
TOTAL SHORT-TERM
OBLIGATIONS
(Cost $247,751)......................... 247,809
----------
TOTAL INVESTMENTS
(Cost $2,322,124*)...................... 104.16% 2,552,622

Other assets, less liabilities.............. (4.16) (101,883)
-------- ----------

TOTAL NET ASSETS......................... 100.00% $2,450,739
======== ==========
</TABLE>

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

*Aggregate cost for Federal income tax purposes.

+Non-income producing security.

See notes to financial statements.

F-11
<PAGE>

CHUBB SERIES TRUST
SCHEDULE OF PORTFOLIO INVESTMENTS-(Unaudited)
RESOLUTE INTERNATIONAL EQUITY PORTFOLIO
June 30, 1995

<TABLE>
<CAPTION>
Number Market
of Value
Company Shares (Note B)
------- -------- ----------
<S> <C> <C>
COMMON STOCK-96.40%

Australia-3.25%

Broken Hill Properties Co.,
Ltd., Ord................................. 2,440 $ 29,957
C.S.R., Ltd., Ord........................... 4,000 12,476
National Australia Bank, Ltd., Ord.......... 2,800 22,071
News Corporation, Ltd., Ord................. 3,000 16,715
Southcorp Holdings, Ltd., Ord............... 7,600 15,139
TNT Limited, Ord............................ 4,100 5,377
Western Mining Corp. Holdings
Ord.,..................................... 3,500 19,179
----------
120,914
----------

Belguim-1.67%

Generale de Banque, NVP, Ord................ 65 20,877
Solvay, S.A., Ord........................... 35 19,371
Tractebel Cap, NPV, Ord..................... 60 21,769
----------
62,017
----------

Denmark-1.10%

Carlsberg A.S., Ord., B..................... 160 7,465
Den Danske Bank, Ord........................ 100 6,277
International Service System B
Ord....................................... 130 3,394
Novo Nordisk, A.S., Ord.,
Class B................................... 50 5,333
Sophus Berendsen, Ord.,
Class B................................... 100 9,424
Tele Danmark, A.S., Ord., B................. 160 8,902
----------
40,795
----------

France-11.83%

AXA, Ord.................................... 322 17,404
Air Liquide (L'), Ord....................... 75 11,991
Alcatel Alsthom, ORD........................ 455 40,999
Bouygues, Ord............................... 175 20,975
Carrefour, Ord.............................. 50 25,632
Christian Dior, S.A., Ord................... 190 16,744
Cie Generale des Eaux, Ord.................. 130 14,482
Compagnie Financiere de
Paribas, Ord.............................. 360 21,656
Dollfus-Mieg & Cie, Ord..................... 200 11,263
Elf Aquitane, Ord........................... 410 30,322
Groupe Danone, Ord.......................... 192 32,320

France-Continued

Lafarge-Coppee, Ord......................... 155 $ 12,061
Lagardere Groupe, Ord....................... 430 8,915
Lyonnaise des Eaux, Ord..................... 60 5,679
Promodes, Ord............................... 80 18,236
Renault, S.A., Ord.......................... 400 12,542
Rhone Poulenc, S.A., Ord., A................ 700 15,783
Sanofi, Ord................................. 250 13,847
Seita, Ord.................................. 400 12,031
Societe Generale, Ord....................... 280 32,751
Synthelabo, Ord............................. 380 21,581
Television Francaise, Ord................... 130 13,111
Total, S.A., Ord, `B' Shares................ 400 24,095
Ugine, S.A., Ord............................ 80 5,628
----------
440,048
----------

Germany-7.89%

AVA Allegemeine Handels-Der
Verbr., Ord............................... 10 4,010
Bayer, A.G., Ord............................ 150 37,248
Deutsche Bank, A.G., Ord.................... 500 24,312
Deutsche Pfandbrief &
Hypothekenbank, Ord....................... 40 20,244
M.A.N., A.G., Ord........................... 60 15,411
Munchener Ruckversicherungs,
Ord....................................... 20 43,783
SKW Trostbert, Ord. +....................... 200 4,191
Schering, A.G., Ord......................... 400 27,946
Seimens, A.G., Ord.......................... 40 19,805
Thyssen, A.G., Ord.......................... 110 20,481
Veba, A.G., Ord............................. 120 47,077
Volkswagen, A.G., Ord....................... 100 28,791
----------
293,299
----------

Hong Kong-5.22%

Citic Pacific, Ltd., Ord.................... 15,000 37,706
HSBC Holdings, PLC, Ord..................... 1,600 20,524
Hong Kong Telecommunication
Ord....................................... 13,600 26,892
Hong Kong Electric Holdings, Ltd.,
Ord....................................... 7,000 23,793
Sun Hung Kai Properties, Ltd.,
Ord....................................... 5,000 36,995
Swire Pacific, Ltd., Ord.,
`A' Shares................................ 4,000 30,501
Television Broadcast, Ltd., Ord............. 5,000 17,577
----------
193,988
----------
</TABLE>

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

+Non-income producing security.

See notes to financial statements.

F-12
<PAGE>

CHUBB SERIES TRUST
SCHEDULE OF PORTFOLIO INVESTMENTS-(Unaudited)
RESOLUTE INTERNATIONAL EQUITY PORTFOLIO-(Continued)
June 30, 1995

<TABLE>
<CAPTION>
Number Market
of Value
Company Shares (Note B)
------- -------- ----------
<S> <C> <C>
COMMON STOCK-Continued

Japan-28.93%

Chugai Pharmaceutical Co.,
Ord....................................... 3,000 $ 30,318
Chuo Trust and Banking Co.,
Ord....................................... 1,000 11,307
Cosmo Oil Co., Ltd., Ord.................... 5,000 28,210
Dai-Ichi Kangyo Bank, Ltd., Ord............. 2,000 36,043
Daiei, Inc., Ord............................ 1,000 12,132
Daishi Bank, Ord............................ 3,000 20,742
Daito Trust Construction Co.,
Ltd., Ord................................. 2,000 18,845
Daiwa Bank, Ord............................. 3,000 28,906
East Japan Railway Co., Ord................. 5 25,618
Fuji Denki Reiki, Ord....................... 1,000 10,848
Fuji Electric Co., Ltd., Ord................ 3,000 15,088
Fuji Heavey Industries, Ord................. 3,000 11,131
Gunze Sangyo, Inc., Ord..................... 5,000 20,671
Hitachi, Ord................................ 5,000 49,765
Hokkaido Takushoku Bank, Ord................ 5,000 13,663
Honda Motor Co., Ord........................ 2,000 30,624
Industrial Bank of Japan,
Ltd., Ord................................. 1,000 26,031
Ishikawa Jima-Harima Industries,
Ord....................................... 6,000 23,534
Japan Tobacco, Ord.......................... 1 8,928
Joroku Bank, Ord............................ 2,000 12,909
Kanematsu Corp., Ord........................ 5,000 18,846
Komatsu Forklift Co.,
Ltd., Ord................................. 4,000 22,144
Kurabo Industries, Ord...................... 5,000 18,021
Matsushita Electric Industries
Ord....................................... 2,000 31,095
Mineba Co., Ltd., Ord....................... 2,000 12,815
Mitsubishi Cable Industries, Ord............ 2,000 11,519
Mitsui Fudosan Co., Ltd., Ord............... 1,000 11,437
Mitsui Toatsu Chemicals, Inc.,
Ord....................................... 3,000 11,025
NEC Corp., Ord.............................. 3,000 32,827
NKK Corporation, Ord........................ 5,000 11,720
Nagasakiya Co., Ord......................... 2,000 8,975

Japan-Continued

Nichiban Co., Ord........................... 5,000 $ 26,973
Nichii Co., Ltd., Ord., Tokyo............... 1,000 10,848
Nikkiso Co., Ord............................ 2,000 13,639
Nippon Credit Bank, Ord..................... 4,000 19,788
Nippon Kinzoku Co., Ord..................... 2,000 8,598
Nippon Paper Industries, Ord................ 2,000 12,956
Nippon Road Co., Ltd., Ord.................. 1,000 9,894
Nippon Suisan Kaisha, Ord................... 2,000 9,446
Nissan Diesel Motor Co., Ord................ 1,000 4,511
Nissin Corp. Ord............................ 4,000 16,537
Nomura Securities Corp., Ltd.,
Ord....................................... 2,000 34,865
Ricoh Co., Ord.............................. 2,000 17,150
Ryobi, Ltd., Ord............................ 3,000 14,841
Sakura Bank, Ltd., Ord...................... 3,000 31,272
Snow Brand Milk Products Co.,
Ltd., Ord................................. 2,000 15,666
Sony Corp., Ord............................. 500 23,969
Sumitomo Forestry Co., Ord.................. 1,000 16,608
Sumitomo Metal Industries, Ord.............. 10,000 26,031
Takashimaya Co., Ltd., Ord.................. 1,000 13,428
Toho Gas Co., Ltd. Ord...................... 5,000 17,786
Tohoku Electric Power Co., Inc.,
Ord....................................... 1,000 27,680
Tokio Marine & Fire Insurance Co.,
Ord........................................ 1,000 11,449
Toyo Construction Co., Ord.................. 3,000 15,654
Toyota Motor Co., Ltd., Ord................. 1,000 19,788
UBE Industries, Ltd., Ord................... 5,000 17,432
Zexel Corp., Ord............................ 2,000 13,475
----------
1,076,021
----------

Malaysia-2.38%

Public Bank, Bhd., Ord...................... 14,000 31,298
Tan Chong Motor Holdings,
Bhd., Ord................................. 18,000 20,526
Tanjong Co., Ord............................ 4,000 13,782
Telekom Malaysia, Bhd., Ord................. 3,000 22,766
----------
88,372
----------
</TABLE>

See notes to financial statements.

F-13
<PAGE>

CHUBB SERIES TRUST
SCHEDULE OF PORTFOLIO INVESTMENTS-(Unaudited)
RESOLUTE INTERNATIONAL EQUITY PORTFOLIO-(Continued)
June 30, 1995

<TABLE>
<CAPTION>
Number Market
of Value
Company Shares (Note B)
------- -------- ----------
<S> <C> <C>
COMMON STOCK-Continued

Netherlands-2.69%

ABN Amro Holding, NV, Ord................... 250 $ 9,642
Dutchstate Mines, NV, Ord................... 140 12,054
Elsevier, N.V., Ord......................... 1,040 12,274
Internationale Nederlanden Groep,
NV, Ord................................... 150 8,291
Philips Electronics, Ord.................... 310 13,116
Royal Dutch Petroleum, Ord.................. 260 31,726
Unilever, N.V., CVA, Ord.................... 100 13,002
----------
100,105
----------

Norway-2.66%

Hafslund Nycomed, Ord.,
Series B.................................. 700 16,180
Kvaerner, A.S., Ord., Series B.............. 500 21,898
Norsk Hydro, A.S., Ord...................... 1,000 41,930
Orkla, A.S., Ord., Series B................. 450 19,051
----------
99,059
----------

Singapore-2.43%

Cycle and Carriage, Ltd. Ord................ 1,000 8,944
DBS LAND, Ltd., Ord......................... 5,000 15,671
Development Bank of Singapore,
Ord....................................... 2,000 22,755
Sembawang Corp., Ltd., Ord.................. 1,000 6,082
Sime Darby, Bhd., Ord....................... 10,000 27,764
Singapore Airlines, Ltd., Ord............... 1,000 9,231
----------
90,447
----------

Spain-0.86%

Bankinter, Ord.............................. 230 20,704
Iberdrola, S.A., Ord........................ 1,500 11,297
----------
32,001
----------

Switzerland-6.93%

BBC, Brown, Boveri and Cie,
A.G., Ord................................. 83 16,642
CS Holding, Bearer, Ord..................... 75 6,868
Ciba Geigy, A.G., Ord....................... 51 37,361

Switzerland-Continued

Compagnie Finaciere
Richemont-Units, Ord., "A"................ 5,000 $ 6,163
Holderbank Financiere Glaris, Ord.,
Warrants+................................. 2 3
Holderbank Financiere Glaris, A.G.,
Ord....................................... 10 8,202
Nestle, S.A. Ord............................ 33 34,343
Roche Holdings Genusscheine,
NPV, Ord.................................. 5 32,202
Sandoz, A.G., Ord........................... 55 37,905
Schweizerische Ruckversicherungs,
Ord....................................... 15 11,548
Schweizerischer Bank Gesellschaft,
Ord....................................... 16 16,568
Schweizerischer Bankverein, Ord............. 70 24,789
Swissair, A.G., Ord., Zurich................ 18 12,452
Zurich Versicherungs, Ord................... 10 12,560
----------
257,606
----------

United Kingdom-18.38%

Abbey National, PLC, Ord.................... 2,200 16,382
Agryll Group, PLC, Ord...................... 2,400 12,830
Allied Colloids Group, PLC, Ord............. 4,900 9,746
Argos, Ord.................................. 1,900 13,060
B.A.T. Industries, PLC, Ord................. 2,000 15,306
B.I.C.C., Ord............................... 1,500 7,088
BOC Group, PLC, Ord......................... 500 6,388
BTR, PLC, Ord............................... 2,600 13,217
British Gas, PLC, Ord....................... 2,200 10,134
British Petroleum, PLC, Ord................. 2,207 15,819
British Telecommunications
PLC, Ord.................................. 6,400 39,917
Cable & Wireless, PLC, Ord.................. 2,100 14,368
Chubb Security, Ord......................... 1,900 9,492
Forte, Ord.................................. 3,000 10,859
General Electric, PLC, Ord.................. 1,900 9,281
Glaxo, PLC, Ord............................. 3,335 40,938
Glynwed, PLC, Ord........................... 1,000 5,179
Granada Group, PLC, Ord..................... 800 7,739
Grand Metropolitan, PLC, Ord................ 2,300 14,107
</TABLE>

See notes to financial statements.

F-14
<PAGE>

CHUBB SERIES TRUST
SCHEDULE OF PORTFOLIO INVESTMENTS-(Unaudited)
RESOLUTE INTERNATIONAL EQUITY PORTFOLIO-(Continued)
June 30, 1995

<TABLE>
<CAPTION>
Number Market
of Value
Company Shares (Note B)
------- -------- ----------
<S> <C> <C>
COMMON STOCK-Continued

United Kingdom-Continued

Guardian Royal Exchange, PLC,
Ord....................................... 3,800 $ 12,515
Guinness, PLC, Ord.......................... 2,100 15,804
HSBC Holdings, Ord.......................... 1,050 13,557
Hanson Trust, PLC, Ord...................... 5,500 19,252
Hillsdown Holding, PLC, Ord................. 4,500 12,888
Inchape, PLC, Ord........................... 1,620 7,578
Kingfisher, Ord............................. 2,200 14,877
Kwik Save Group, Ord........................ 550 5,679
Lloyds Bank, PLC, Ord....................... 1,750 17,375
MEPC, Ord................................... 1,800 10,969
Pearson, PLC, Ord........................... 700 6,627
Peninsular & Oriental Steam
Navigation, Ord........................... 800 7,370
RTZ Corp., PLC, Ord......................... 1,000 13,047
Reckitt and Coleman, Ord.................... 890 9,389
Redland, PLC, Ord........................... 1,300 8,522
Reuter's Holding, Ord....................... 2,000 16,674
Rexam, PLC, Ord............................. 1,400 10,759
Rolls Royce, Ord............................ 5,000 13,882
Royal Bank of Scotland, PLC,
Ord....................................... 2,000 13,604
Scottish Hydro-Electric, PLC,
Ord....................................... 2,000 10,183
Scottish and Newcastle, PLC,
Ord....................................... 1,500 13,198
Sears Holdings, Ord......................... 6,700 10,607
Shell Transport and Trading Co.,
Ord....................................... 2,100 25,093
Smithkline Beecham, Ord.,
Equity Units.............................. 800 7,103
Smithkline Beecham, Ord..................... 750 6,790
Standard Chartered Bank, Ord................ 2,600 13,941
Sun Alliance Group, PLC, Ord................ 2,000 10,660
Tarmac, PLC, Ord............................ 8,000 14,320
Thorn EMI, PLC, Ord......................... 400 8,306
Tomkins, Ord................................ 2,700 9,666
United Buiscuts (Hldgs), PLC,
Ord....................................... 2,600 13,279
Vickers, PLC, Ord........................... 1,300 $ 4,282
Willis Corroon Group, PLC, Ord.............. 2,800 6,683
Yorkshire Electricity Group, Ord............ 1,000 11,042
Yorkshire Water, Ord........................ 1,200 10,998
Zeneca Group, Ord........................... 300 5,069
----------
683,438
----------

United States-0.18%

Repsol, ADR................................. 200 6,325
U.S. Industries, Inc.+...................... 31 423
----------
6,748
----------
TOTAL COMMON STOCK
(Cost $3,565,079)....................... 3,584,858
----------
TOTAL INVESTMENTS
(Cost $3,565,079*)...................... 96.40% 3,584,858
Other assets, less liabilities.............. 3.60 133,875
-------- ----------
TOTAL NET ASSETS......................... 100.00% $3,718,733
======== ==========
</TABLE>

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

*Aggregate cost for Federal income tax purposes.

+Non-income producing security.

See notes to financial statements.

F-15
<PAGE>

CHUBB SERIES TRUST
STATEMENT OF ASSETS AND LIABILITIES-(Unaudited)
June 30, 1995

<TABLE>
<CAPTION>
Resolute
Treasury Resolute Resolute
Money Resolute Resolute Small International
Market Bond Equity Company Equity
Portfolio Portfolio Portfolio Portfolio Portfolio
----------- ----------- ----------- ----------- -------------
<S> <C> <C> <C> <C> <C>
ASSETS
Investments, at cost-see accompanying
portfolios.......................................... $ 1,176,925 $ 1,259,794 $ 3,605,653 $ 2,322,124 $ 3,565,079
=========== =========== =========== =========== ===========
Investments, at value (Note B)...................... $ 1,177,228 $ 1,312,187 $ 3,786,294 $ 2,552,622 $ 3,584,858
Cash................................................ 170 3,069 8,159 334 865,796
Accrued investment income........................... 18,425 4,211 3,713 22,272
Receivable for portfolio securities sold............ 138,197 85,355 10,284 41,774
Deferred organization costs (Note F)................ 8,884 8,884 8,884 8,884 8,884
----------- ----------- ----------- ----------- -----------
Total Assets.................................. 1,186,282 1,480,762 3,892,903 2,575,837 4,523,584
LIABILITIES
Due to Chubb Life Insurance Company
of America......................................... 41 11,119 42,646 13,287 44,669
Payable for portfolio securities purchased.......... 201,834 125,372 90,721 737,885
Accrued expenses.................................... 11,921 13,069 15,431 21,090 22,297
----------- ----------- ----------- ----------- -----------
Total Liabilities............................. 11,962 226,022 183,449 125,098 804,851
----------- ----------- ----------- ----------- -----------
NET ASSETS........................................... $ 1,174,320 $ 1,254,740 $ 3,709,454 $ 2,450,739 $ 3,718,733
=========== =========== =========== =========== ===========
NET ASSETS CONSIST OF:
Paid in capital..................................... $ 1,148,575 $ 1,144,176 $ 3,461,607 $ 2,089,738 $ 3,679,175
Undistributed net investment income................. 25,491 35,738 13,819 12,164 22,922
Accumulated net realized gain (loss)
from investments................................... (49) 22,433 53,387 118,339 38,147
Undistributed net realized loss from
foreign currency transactions...................... (39,322)
Net unrealized gain on investments (Note C)......... 303 52,393 180,641 230,498 19,779
Net unrealized loss on translation of assets
and liabilities in foreign currencies (Note C)..... (1,968)
----------- ----------- ----------- ----------- -----------
NET ASSETS........................................... $ 1,174,320 $ 1,254,740 $ 3,709,454 $ 2,450,739 $ 3,718,733
=========== =========== =========== =========== ===========
Shares of common stock outstanding
(unlimited shares authorized)....................... 114,579 114,039 310,730 208,434 361,245
=========== =========== =========== =========== ===========
Net asset value and offering price per share......... $ 10.25 $ 11.00 $ 11.94 $ 11.76 $ 10.29
=========== =========== =========== =========== ===========
</TABLE>

See notes to financial statements.

F-16
<PAGE>

CHUBB SERIES TRUST
STATEMENT OF OPERATIONS-(Unaudited)
For the period January 3, 1995 to June 30, 1995

<TABLE>
<CAPTION>
Resolute
Treasury Resolute Resolute
Money Resolute Resolute Small International
Market Bond Equity Company Equity
Portfolio Portfolio Portfolio Portfolio Portfolio
----------- ----------- ----------- ----------- -------------
<S> <C> <C> <C> <C> <C>
INVESTMENT INCOME
Income:
Interest......................................... $ 28,528 $ 39,923 $ 5,120 $ 6,562 $ 2,720
Dividends........................................ 15,251 17,821 34,857
Foreign taxes withheld........................... (5) (1,242)
---------- ---------- ---------- ---------- ----------
Total investment
income........................................ 28,528 39,923 20,366 24,383 36,335
Expenses:
Advisory fees (Note D)........................... 2,024 2,790 4,365 8,500 8,942
Director's fees.................................. 5,044 5,503 9,770 10,541 10,809
Professional fees................................ 4,771 5,195 6,319 9,958 10,173
Security valuation............................... 1,880 2,053 2,543 3,931 4,040
Shareholder reports.............................. 1,433 1,556 1,867 2,986 3,037
Amortization of deferred organization
costs (Note F).................................. 949 949 949 949 949
Insurance expense................................ 839 917 1,135 1,754 1,803
Custodian fees................................... 254 558 1,091 2,125 2,794
Miscellaneous expenses........................... 780 783 793 813 816
---------- ---------- ---------- ---------- ----------
Total expenses................................. 17,974 20,304 28,832 41,557 43,363
Expenses reimbursed by Chubb Life
and Morgan (Note D)............................. (14,937) (16,119) (22,285) (29,338) (29,950)
---------- ---------- ---------- ---------- ----------
Net expenses................................... 3,037 4,185 6,547 12,219 13,413
---------- ---------- ---------- ---------- ----------
Net investment income.......................... 25,491 35,738 13,819 12,164 22,922
REALIZED AND UNREALIZED GAIN (LOSS) ON
INVESTMENTS AND FOREIGN CURRENCY
Net realized gain (loss) on investments.......... (49) 22,433 53,387 118,339 38,147
Net realized loss from foreign
currency transactions........................... (39,322)
Net unrealized gain on investments............... 303 52,393 180,641 230,498 19,779
Net change in unrealized loss on translation of
assets and liabilities in foreign currencies.... (1,968)
---------- ---------- ---------- ---------- ----------
Net realized and unrealized gain on
investments and foreign currency.............. 254 74,826 234,028 348,837 16,636
---------- ---------- ---------- ---------- ----------
Net increase in net assets
resulting from operations........................ $ 25,745 $ 110,564 $ 247,847 $ 361,001 $ 39,558
========== ========== ========== ========== ==========
</TABLE>

See notes to financial statements.

F-17
<PAGE>

CHUBB SERIES TRUST
STATEMENT OF CHANGES IN NET ASSETS-(Unaudited)
For the period January 3, 1995 to June 30, 1995

See notes to financial statements.

F-18
<PAGE>

NOTES TO FINANCIAL STATEMENTS
CHUBB SERIES TRUST
June 30, 1994

NOTE A--ORGANIZATION

Chubb Series Trust (the "Trust") is an open-end management investment company
registered under the Investment Company Act of 1940. The Trust was organized as
a Delaware Business Trust on October 28, 1993 for the purpose of funding
Flexible Premium Variable Life Insurance Policies issued by Chubb Life Insurance
Company of America ("Chubb Life") and its affiliated insurance companies. The
Trust is composed of five separate portfolios (the "Portfolios"): the Resolute
Treasury Money Market Portfolio, the Resolute Bond Portfolio, the Resolute
Equity Portfolio, the Resolute Small Company Portfolio and the Resolute
International Equity Portfolio. Chubb Life's ownership at June 30, 1995 is as
follows:

<TABLE>
<CAPTION>
Percentage of
Portfolio Shares Owned Shares Outstanding
<S> <C> <C>
Resolute Treasury Money Market Portfolio........ 100,001 87.28%
Resolute Bond Portfolio......................... 100,001 87.69%
Resolute Equity Portfolio....................... 100,001 32.18%
Resolute Small Company Portfolio................ 200,001 95.95%
Resolute International Equity Portfolio......... 200,001 55.36%
</TABLE>

NOTE B--SIGNIFICANT ACCOUNTING POLICIES

Valuation of Investments: An equity security listed on a stock exchange is
valued at the closing sale price on the exchange on which such security is
principally traded. If no sale took place, the mean of the bid and asked prices
at the close of trading is used. A security not listed on a stock exchange is
valued at the closing sale price as reported on a readily available market
quotation system, or, if no sales took place, the mean of the bid and asked
prices at the close of trading in the over-the-counter market. Quotations of
foreign securities in foreign currencies are converted to U.S. dollar
equivalents using appropriately translated foreign market closing prices.
Securities listed on a foreign exchange are valued at the last quoted sale price
available before the time when net assets are valued. Securities or other assets
for which market quotations are not readily available are valued at fair value
in accordance with procedures established by the Portfolios' Trustees. All
portfolio securities with a remaining maturity of less than 60 days are valued
by the amortized cost method.

Trading in securities on most foreign exchanges and over-the-counter markets is
normally completed before the close of the domestic market and may also take
place on days on which the domestic market is closed. If events materially
affecting the value of foreign securities occur between the time when the
exchange on which they are traded closes and the time when the Portfolio's net
asset value is calculated, such securities will be valued at fair value in
accordance with procedures established by and under the general supervision of
the Portfolios' Trustees.

The books and records of the Portfolios are maintained in U.S. dollars. The
market values of investment securities, other assets and liabilities and forward
contracts stated in foreign currencies are translated at the prevailing exchange
rates at the end of the period. Purchases, sales, income and expense are
translated at the exchange rate prevailing on the respective dates of such
transactions. Translation gains and losses resulting from changes in the
exchange rate during the reporting period and gains and losses realized upon
settlement of foreign currency transactions are reported in the Statement of
Operations.

F-19
<PAGE>

NOTES TO FINANCIAL STATEMENTS
CHUBB SERIES TRUST
June 30, 1995

NOTE B--SIGNIFICANT ACCOUNTING POLICIES--(Continued)

Since the net assets of the Portfolios are presented at the exchange rates and
market values prevailing at the end of the period, the Portfolios do not isolate
the portion of the results of operations arising as a result of changes in
foreign exchange rates from the fluctuations arising from changes in the market
prices of securities during the period.

The Portfolios may enter into forward foreign currency contracts to protect
securities and related receivables and payables against fluctuations in future
foreign currency rates. A forward contract is an agreement to buy or sell
currencies of different countries on a specified future date at a specified
rate. Risks associated with such contracts include the movement in the value of
the foreign currency relative to the U.S. dollar and the ability of the
counterparty to perform. The market value of the contract will fluctuate with
changes in currency exchange rates. Contracts are valued daily and the change in
the market value is recorded by the Portfolio as unrealized appreciation or
depreciation of foreign currency translations. At June 30, 1995, the Resolute
International Equity Portfolio had the following open forward foreign currency
contracts:

Summary of Open Contracts

<TABLE>
<CAPTION>
U.S. Dollar Net Unrealized
Foreign Currency Contracts to Value at Appreciation/
Purchase Contracts Settlement Date Receive Cost 06/30/95 (Depreciation)
------------------- ----------------- ------------ -------- ----------- --------------
<S> <C> <C> <C> <C> <C>
French Franc 07/03/95-07/04/95 909,897 $186,480 $187,705 $1,225
Great British Pound 07/03/95-07/04/95 193,671 309,981 308,147 (1,834)
Hong Kong Dollar 07/03/95-07/04/95 258,269 33,379 33,381 2
Italian Lira 07/03/95 46,114,500 27,098 28,169 1,071
Japanese Yen 07/03/95-07/04/95 6,949,271 82,390 81,852 (538)
Malysian Ringgit 07/05/95 83,635 34,329 34,306 (23)
Singapore Dollar 07/04/95 52,495 37,590 37,563 (27)
Spanish Pesata 07/04/95 1,438,919 11,912 11,883 (29)
Swiss Franc 07/04/95 14,418 12,573 12,514 (59)
-------- -------- ------
$735,732 $735,520 ($212)
======== ======== ======
</TABLE>

<TABLE>
<CAPTION>
U.S. Dollar
Foreign Currency Contracts to Value at Net Unrealized
Sale Contracts Settlement Date Deliver Cost 06/30/95 (Depreciation)
------------------- ----------------- ------------ -------- ----------- --------------
<S> <C> <C> <C> <C> <C>
French Franc 07/03/95 72,553 $ 14,908 $ 14,967 ($59)
Great British Pound 08/01/95 43,882,955 26,679 26,807 (128)
Japanese Yen 07/10/95 25,515,100 339,706 341,762 (2,056)
-------- -------- -------
$381,293 $383,536 ($2,243)
======== ======== =======
</TABLE>

Security Transactions and Investment Income: Security transactions are recorded
on a trade date basis. Realized gains and losses on investments sold are
recorded on the basis of the first-in, first-out method. Interest income,
including where applicable, amortization of discount on investments, is recorded
on the accrual basis. Dividend income is recorded on the ex-dividend date,
except for

F-20
<PAGE>

NOTES TO FINANCIAL STATEMENTS
CHUBB SERIES TRUST
June 30,1995

certain dividends from foreign securities, which are recorded as soon as the
Portfolios are informed of the dividend.

Repurchase Agreements: The Trust may purchase Portfolio securities from
financial institutions deemed to be creditworthy by the investment adviser
subject to the seller's agreement to repurchase and the Trust's agreement to
resell such securities at mutually agreed upon prices. Securities purchased
subject to such repurchase agreements are deposited with the Trust's custodian
or are maintained in the Federal Reserve/Treasury book-entry system and must
have, at all times, an aggregate market value greater than 101% of the
repurchase price (including accrued interest).

If the value of the underlying security, including accrued interest, falls below
the value of 101% of the repurchase price plus accrued interest, the Trust will
require the seller to deposit the additional collateral by the next business
day. Default or bankruptcy of the seller may, however, expose the applicable
Portfolio of the Trust to possible delay in connection with the disposition of
the underlying securities of loss to the extent that proceeds from a sale of the
underlying securities were less than the repurchase price under the agreement.

Dividends and Distributions to Shareholders: Distribution to shareholders from
ordinary income and net realized capital gains are declared and distributed at
least once annually. Dividends and distributions are recorded on the ex-dividend
date.

Federal Taxes: It is the policy of the Trust that each Portfolio continue to
qualify as a regulated investment company, by complying with the requirements of
the Internal Revenue Code applicable to regulated investment companies, and by
distributing substantially all of its taxable earnings to its shareholders.
Therefore, no Federal tax provision is required.

NOTE C--INVESTMENTS

Net realized gains and losses on investment securities sold are determined by
using the first-in, first-out method. The aggregate cost of investments owned
for Federal income tax purposes is the same as for financial reporting purposes.

As of June 30, 1995, gross unrealized gains and losses were as follows:

<TABLE>
<CAPTION>
Gross Gross Net
Unrealized Unrealized Unrealized
Gains Losses Gain/(Loss)
---------- ---------- -----------
<S> <C> <C> <C>
Resolute Treasury Money Market Portfolio.......... $ 303 $ 0 $ 303
Resolute Bond Portfolio........................... 53,063 670 52,393
Resolute Equity Portfolio......................... 198,893 18,252 180,641
Resolute Small Company Portfolio.................. 284,258 53,760 230,498
Resolute International Equity Portfolio........... 138,694 118,915 19,779
</TABLE>

As of June 30, 1995, the International Equity Portfolio had unrealized foreign
currency losses of $1,968.

F-21
<PAGE>

NOTES TO FINANCIAL STATEMENTS
CHUBB SERIES TRUST
June 30, 1995

Purchases and sales of investment securities for the period ended June 30, 1995,
other than short-term obligations, were as follows:

<TABLE>
<CAPTION>
Proceeds
Cost of from
Investment Investment
Securities Securities
Purchased Sold
---------- ----------
<S> <C> <C>
Resolute Bond Portfolio......................... $3,056,023 $1,894,136
Resolute Equity Portfolio....................... 4,034,693 594,709
Resolute Small Company Portfolio................ 2,900,324 944,245
Resolute International Equity Portfolio......... 4,668,621 1,146,826
</TABLE>

NOTE D--INVESTMENT ADVISORY FEES, MANAGEMENT AGREEMENTS

The Trust has entered into an investment management agreement with Chubb
Investment Advisory Corporation, ("Chubb Investment"), a wholly-owned subsidiary
of Chubb Life. Under the agreement, Chubb Investment provides investment
management, administrative and transfer agency services for the Trust. Chubb
Investment is paid a fee for its services, computed daily and paid monthly, at
the annual rate of: .40% of average daily net assets of the Resolute Treasury
Money Market Portfolio; .50% of average daily net assets of the Resolute Bond
Portfolio; .60% of average daily net assets of the Resolute Equity Portfolio;
.80% of average daily net assets of the Resolute Small Company Portfolio, and
.80% of average daily net assets of the Resolute International Equity Portfolio.

Morgan Guaranty Trust Company of New York ("Morgan") serves as sub-investment
manager to the Trust, providing investment advice and management services for
each Portfolio. As compensation for its services, Morgan is entitled to receive
fees from Chubb Investment (and not from the Portfolios), computed daily and
paid monthly, at an annual rate of: .20% of average daily net assets of the
Resolute Treasury Money Market Portfolio; .30% of average daily net assets of
the Resolute Bond Portfolio; .40% of average daily net assets of the Resolute
Equity Portfolio; .60% of average daily net assets of the Resolute Small
Company Portfolio, and .60% of the average daily net assets of the Resolute
International Equity Portfolio.

Chubb Life and Morgan have agreed that for the first two years of the Trust's
existence they will each assume 50% of the expenses of each Portfolio of the
Trust in excess of .60%, .75%, .90%, 1.15% and 1.20% of the average daily net
assets value respectively of the Treasury Money Market, Bond, Equity, Small
Company and Resolute International Equity Portfolios.

F-22
<PAGE>

NOTES TO FINANCIAL STATEMENTS
CHUBB SERIES TRUST
June 30, 1995

NOTE E--SHAREHOLDERS' TRANSACTIONS

Following is a summary of transactions with shareholders for each portfolio for
the period January 3, 1995 to June 30, 1995.

<TABLE>
<CAPTION>
Resolute Treasury Money Market Portfolio
----------------------------------------------
Shares Dollars
-------- ----------
<S> <C> <C>
Shares sold........................................... 116,971 $1,173,002
Shares redeemed....................................... (2,393) (24,437)
------- ----------
Net increase...................................... 114,578 $1,148,565
======= ==========

<CAPTION>
Resolute Bond Portfolio
----------------------------------------------
Shares Dollars
-------- ----------
<S> <C> <C>
Shares sold........................................... 116,680 $1,172,243
Shares redeemed....................................... (2,642) (28,077)
------- ----------
Net increase...................................... 114,038 $1,144,166
======= ==========

<CAPTION>
Resolute Equity Portfolio
----------------------------------------------
Shares Dollars
-------- ----------
<S> <C> <C>
Shares sold........................................... 314,531 $3,506,269
Shares redeemed....................................... (3,802) (44,672)
------- ----------
Net increase...................................... 310,729 $3,461,597
======= ==========
</TABLE>

F-23
<PAGE>

NOTES TO FINANCIAL STATEMENTS
CHUBB SERIES TRUST
June 30, 1995

NOTE E--SHAREHOLDERS' TRANSACTIONS-(Continued)

<TABLE>
<CAPTION>
Resolute Small Company Portfolio
----------------------------------------------
Shares Dollars
-------- ----------
<S> <C> <C>
Shares sold........................................... 209,688 $2,104,065
Shares redeemed....................................... (1,255) (14,337)
------- ----------
Net increase...................................... 208,433 $2,089,728
======= ==========

<CAPTION>
Resolute International Equity Portfolio
----------------------------------------------
Shares Dollars
-------- ----------
<S> <C> <C>
Shares sold........................................... 366,687 $3,734,726
Shares redeemed....................................... (5,443) (55,561)
------- ----------
Net increase...................................... 361,244 $3,679,165
======= ==========
</TABLE>

NOTE F--ORGANIZATION COSTS

Costs incurred in connection with the initial organization of the Trust are
being amortized on the straight-line basis over a period of five years.

F-24