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

FORM 10-K


(Mark One)

x Annual report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 [fee required]
 For the fiscal year ended December 31, 2004

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

 Commission file number 2-79192 .

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

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

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

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

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

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

Programs for coordinating the acquisition of mutual fund shares and insurance

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

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

Indicate the number of shares outstanding of each of the Registrant's classes of Common Stock as of March 18, 2005: 50,000 shares, all of which are owned by Jefferson-Pilot Corporation.

DOCUMENTS INCORPORATED BY REFERENCE

NONE

The total number of pages, including exhibits, is 29 and the exhibit index appears on pages 23 through 25.



PART I

Item 1 - Business

(a) General Development of Business

Hampshire Funding, Inc. ("the Company") was incorporated in the State of New Hampshire on December 8, 1969. It is a wholly owned subsidiary of Jefferson-Pilot Corporation.
The Company, in affiliation with Jefferson Pilot Financial Insurance Company, Jefferson Pilot LifeAmerica Insurance Company (collectively "Insurance Companies") and Jefferson Pilot Securities Corporation (the "Broker-Dealer"), a member of the National Association of Securities Dealers, Inc. ("NASD"), has primarily been engaged in the offering and administration of programs which coordinate the acquisition of mutual fund shares and life or health insurance (the "Programs"). The Programs were intended, in part, to augment the sales activities of the Broker-Dealer and the Insurance Companies.

Effective March 31, 1998, the Company discontinued offering its Programs for sale. The Company continues, however, to extend premium loans to current program participants (Participants) until their stated maturity or termination date.

(b) Financial Information About Industry Segments

The Company has one reportable segment as described in (c). Revenues, operating profit and loss, and identifiable assets for the five years ended December 31, 2004, are included in Item 6 - Selected Financial Data and Item 8 - Financial Statements and Supplementary Data.

(c) Narrative Description of Business

The Company administers Programs which involve periodic cash purchases of mutual fund shares. Under the Programs, Participants make periodic purchases of mutual fund shares for cash with automatic reinvestment of all distributions. Participants obtain insurance coverage through a series of insurance premium loans offered by the Company. Loans to Participants are secured by Participants' periodic purchases of mutual fund shares. The mutual fund shares are registered in the Company's name as Custodian for Participants.

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

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

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

On December 31, 1997, Hampshire Funding, Inc. entered into a Receivables Purchase Agreement (the “Agreement”) with Preferred Receivables Funding Corporation (“PREFCO”), a wholly-owned subsidiary of Bank One, formerly First National Bank of Chicago, (the “Bank”). The Agreement provided for an initial purchase of the Company’s collateral loans receivable by PREFCO in the amount of $52,994,767 and for ongoing periodic purchases. As PREFCO purchased collateral loans, the Company retained 5% of each loan sold, interest- only strips and servicing rights which are reported on the Statement of Financial Condition as of December 31, 2003 as "Interests retained from loan sales, at fair value" and "Servicing asset". Over the life of the Agreement, cash flows related to the repayment of l oans were used to satisfy the collateral loan receivables due to PREFCO.

(c) Narrative Description of Business (continued)

On July 9, 2004, the Company terminated its Agreement with PREFCO. The Company borrowed funds through its existing inter-company agreement with its parent, Jefferson-Pilot Corporation, and purchased PREFCO's remaining receivable balance of $3,686,537 and re-established its collateral loan receivable. The Company's Collateralized loans receivable from Participants is $12,303,907 at December 31, 2004.

Revenues for 2004 include the realized gain received upon termination of the company’s Agreement with PREFCO, gain on sales of loans and servicing, interest on collateral loans, interest income on securities, and Program participant fees. For the years ended December 31, 2004, 2003 and 2002 such revenues were as follows:

   
2004
  
2003
  
2002
  
               
Loan sales and servicing
  
$
702,050
  
$
1,229,181
  
$
1,001,538
  
Realized gain on sale of retained interest
    
1,609,019
    
-      
    
-      
  
Interest on collateralized loans
    
561,935
    
79,531
    
127,135
  
Interest on cash sweep account
    
8,683
    
13,787
    
31,246
  
Program participant fees
    
53,438
    
73,238
    
116,446
  

Regulation

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

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


Historically, each Insurance Company offered several types of policies within the Program. The Insurance Companies are subject to the regulations of the insurance department of each state in which they are licensed to do business. In addition, Jefferson Pilot Financial, through JPF Separate Accounts A and C, and Jefferson Pilot LifeAmerica Insurance Company, through JPF Separate Account B, offer for sale variable universal life insurance policies, which are subject to regulation by the Securities and Exchange Commission. Policies, including the variable universal life insurance product, issued under the Program may not be identical in each state or jurisdiction. Regulations that determine the types of policies and their provisions may differ in each state. As a result, the Insurance Companies have internal procedures designed to ensure that only approved policies are issued in each state.
The insurance agents who sold the Company’s Programs are subject to the oversight and regulation of the insurance department of each jurisdiction where they are licensed. In addition, only those agents who are registered representatives of broker-dealers sold Programs; thus the insurance agents are also subject to supervision and regulation of the NASD and securities department of each jurisdiction where they are licensed.

Dependence Upon a Single or a Few Customers

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


 Competition

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

Employees

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

(d) Financial Information About Geographic Areas

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

(e) Available information

 
The Company’s annual report on Form 10-K and quarterly reports on Form 10-Q were filed or furnished pursuant to Section 12(a) or 15(d) of the Securities Exchange Act of 1934. The Company’s filings may be read or copied at the SEC’s Public Reference Room at 450 Fifth Street, NW, Washington, DC 20549. Information on the operation of the Public Reference Room can be obtained by calling the SEC at 1-800-SEC-0330. The SEC maintains an Internet website (http://www.sec.gov) that contains reports, proxy and information statements and other information regarding issuers that file electronically.

Item 2 - Properties

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

Item 3 - Legal Proceedings

The Company may become involved from time to time with legal proceedings arising out of the ordinary course of its business. For the year ended December 31, 2004, the Company was not involved in any material legal proceedings.

Item 4 - Submission of Matters to a Vote of Security Holders

No matters were submitted during the fourth quarter of 2004 to a vote of security holders.

PART II

Item 5 - Market for Registrant's Common Equity and Related Stockholder Matters

  (a) Market Information

 Not publicly traded.

(b)    Holders

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

(c)    Dividends

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

(d)    Securities authorized for issuance under equity compensation plans: NONE

Item 6 - Selected Financial Data
Selected Results of Operations
                      
Data: Year Ended December 31,
 
2004
  
2003
  
2002
  
2001
  
2000
  
                       
Total Revenue
  
$
1,326,106
  
$
1,395,737
  
$
1,276,365
  
$
1,381,208
  
$
1,331,426
  
                                 
Net Income
  
$
1,728,842
  
$
909,183
  
$
749,206
  
$
754,870
  
$
714,883
  
                                 
Dividends Per Common share
  
$
--     
 
$
--     
 
$
--     
 
$
--     
 
$
--     
 
                                 
Selected Balance Sheet Data:
                                
December 31,
   
2004
    
2003
    
2002
    
2001
    
2000
  
                                 
Total Assets
  
$
12,936,533
  
$
13,161,898
  
$
12,380,560
  
$
10,369,594
  
$
8,385,285
  
                                 
Stockholder’s Equity
  
$
9,387,169
  
$
8,945,295
  
$
7,907,220
  
$
6,510,371
  
$
5,176,959
  

Item 7 - Management's Discussion and Analysis of Financial Condition and Results of Operations

Company Profile

The Company administers investment programs (the "Programs") which coordinate the acquisition of mutual fund shares and insurance over a period of ten years. Under the Programs, Participants purchase life and health insurance from affiliated Insurance Companies and finance the premiums through a series of loans secured by mutual fund shares. Upon issuance of a policy by an Insurance Company, the Company makes a loan to the Participant in an amount equal to the selected premium mode. As each premium becomes due, if not paid in cash, a new loan equal to the next premium and administrative fee is made and added to the Participant's account indebtedness ("Account Indebtedness"). Thus, interest, as well as principal, is borrowed and mutual fund shares are pledged as collateral. The Program loan percentage rate charge d to Participants was 8.25% on December 31, 2004. The aggregate value of all mutual fund shares pledged as collateral must be at least 150% of the Participant's total Account Indebtedness. If the value of the shares pledged to the Company declines below 130% of the Account Indebtedness, the Company will terminate the Programs and liquidate shares sufficient to repay the indebtedness.

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

Critical Accounting Policies

The financial statements are prepared in accordance with U.S. generally accepted accounting principles. The Company’s significant accounting policies are more fully described in Note 1 to the financial statements. The majority of assets and liabilities are financial in nature and the valuations of these assets and liabilities are critical to the financial position and results of operations. However, certain accounting policies are particularly important to the portrayal of the Company’s financial position and results of operations, and require the Company’s management to apply significant judgment; as a result are subject to an inherent degree of uncertainty. At December 31, 2003, the fair value of retained interest on loan sales included assumptions related to termination and discount rates. Thes e assumptions involve a high degree of judgment by management and are subject to fluctuations based upon current market and economic conditions. Management evaluated estimates and judgments based upon historical experience, which formed the basis for making judgments about the carrying values of assets and liabilities that were not readily apparent from other sources.

Liquidity and Capital Resources

In 1998 the Company entered into an intercompany loan agreement with Jefferson-Pilot Corporation whereby it may borrow funds for working capital needs at short-term interest rates. At December 31, 2004 the company had borrowed $3,201,853 compared to $2,154,020 at December 31, 2003. The 2004 balance includes $3,686,537 that was used to extinguish the purchased receivable with PREFCO.

The continuance of the Program is dependent upon the Company's ability to borrow funds or provide for the financing of insurance premiums for Participants. The Company expects that it will be able to continue to borrow funds through its existing inter-company loan agreement with Jefferson-Pilot for the foreseeable future.

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

The Company’s liabilities include amounts due to affiliates for premium loans, due to parent, and due to JP Life for expense reimbursements. Working capital in the third and fourth quarters of 2004 was provided by loan proceeds from Jefferson-Pilot Corporation, Program loan repayments, administrative fees, and interest earned on investments. Working capital through June 30, 2004 and December 31, 2003 and 2002 was provided by servicing fees from collateral loans sold, loans from Jefferson-Pilot Corporation, and interest earned on investments.

Results of Operations

The Company concluded the year ended December 31, 2004 with net income of $1,728,842 as compared to net income of $909,183 in 2003, and $749,206 in 2002.

On July 9, 2004, the Company realized a gain of $1,609,019 upon termination of its agreement with PREFCO which represented the difference between the fair market value and carrying cost of its retained interest. The Company had estimated the fair value of its retained interest based on the present value of future cash flows expected from the sold receivables.

Total revenues through December 31, 2004 were $1,326,106 versus $1,395,737 in 2003 and $1,276,365 in 2002. Prior to July 9, 2004, the Company's revenues were derived from income on its retained interest in the loans sold to investors and program fees. Subsequent to termination of the Agreement, the Company's revenues were derived from interest income on collateralized loans and program fees. Program fees include placement, administrative and termination fees as well as charges for special services. Program fees continue to decline as programs terminate and mature. As of December 31, 2004, 2003, and 2002 the number of Programs administered by the Company was 541, 916, and 1,406, respectively.

The Company is responsible for servicing, managing and collecting all receivables and loan repayments and monitoring the underlying collateral. Prior to July 9, 2004, all activity was reported to the Bank for which it received an annual service fee (collected monthly in arrears) calculated as 2% of outstanding receivables. The Company received $60,920 in service fees for the period January 1 through July 9, 2004. The Company received $238,455 and $500,969 in service fees during 2003 and 2002, respectively. The service fee was eliminated upon termination of the Agreement.
Results of Operations (continued)

Interest expense was $51,475, $21,585, and $14,524 for the years ended December 31, 2004, 2003, and 2002, respectively. The weighted average interest rates of 1.37%, 1.14%, and 1.70% were paid on average outstanding loans due to affiliates of $3,458,614, $1,887,420, and $863,434 in 2004, 2003, and 2002, respectively.

Employee services and office facilities are provided by JP Life under a Service Agreement with the Company. The Company pays JP Life a monthly fee (in arrears) for services in accordance with mutually agreed upon cost allocation methods, which the Companies believe reflect a proportional allocation of common expenses and are commensurate for the performance of its duties. The Company paid JP Life servicing expenses of $337,960, $461,870, and $515,624 during 2004, 2003, and 2002.

Prior to July 9, 2004, the Company capitalized the present value of expected service fee income in excess of related servicing expenses, which was reported as a Servicing Asset. Subsequent to July 9, 2004, the Company’s allocation of expenses of $140,478 are reported as Administrative expenses.

Income tax expense was $1,014,330, $464,969, and $512,635 for the years ended December 31, 2004, 2003, and 2002, respectively. The effective tax rate, representing a blend of federal and state income tax rates, was 37.44%, 39.17%, and 40.62% for the years ended December 2004, 2003, and 2002, respectively.

Item 8 - Financial Statements and Supplementary Data

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


INDEX TO FINANCIAL STATEMENTS
 
Page References
   
Report of Independent Registered Public Accounting Firm
8
Statements of Financial Condition - December 31, 2004 and 2003
9
Statements of Income - Years ended December 31, 2004, 2003, and 2002
10
Statements of Stockholder’s Equity - Years ended December 31, 2004, 2003, and 2002
11
Statements of Cash Flows - Years ended December 31, 2004, 2003, and 2002
12
Notes to Financial Statements
13

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



REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM


The Board of Directors
Hampshire Funding, Inc.


We have audited the accompanying statements of financial condition of Hampshire Funding, Inc. as of December 31, 2004 and 2003, and the related statements of income, stockholder’s equity, and cash flows for each of the three years in the period ended December 31, 2004. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. We were not engaged to perform an audit of the Company’s internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Hampshire Funding, Inc. at December 31, 2004 and 2003, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2004, in conformity with U.S. generally accepted accounting principles.



Ernst & Young LLP


Boston, Massachusetts
March 18, 2005


Hampshire Funding, Inc.

Statements of Financial Condition



   
December 31
  
   
2004
  
2003
  
Assets
          
Cash and cash equivalents
  
$
194,347
  
$
1,010,347
  
Collateralized loans
    
12,303,907
    
-      
  
Interests retained from loan sales, at fair value
    
-      
    
11,711,462
  
Servicing asset (fair value approximates carrying value)
    
-      
    
418,173
  
Accrued interest receivable
    
416,296
    
-      
  
Other
    
21,983
    
21,916
  
               
Total assets
  
$
12,936,533
  
$
13,161,898
  
               
Liabilities and stockholder's equity
              
Liabilities:
              
Due to parent
  
$
3,201,853
  
$
2,154,020
  
Due to affiliates
    
26,704
    
1,783,837
  
Accounts payable
    
-      
    
224,875
  
Accrued expenses and other liabilities
    
320,807
    
53,871
  
Total liabilities
    
3,549,364
    
4,216,603
  
               
Stockholder's equity:
              
Common stock, par value $1 per share; authorized
             
100,000 shares; issued and outstanding 50,000 shares
    
50,000
    
50,000
  
Additional paid-in capital
    
789,811
    
789,811
  
Retained earnings
   
8,547,358
    
6,818,516
  
Accumulated other comprehensive income
   
-      
    
1,286,968
  
Total stockholder's equity
    
9,387,169
    
8,945,295
  
               
Total liabilities and stockholder's equity
  
$
12,936,533
  
$
13,161,898
  


See accompanying notes.


Hampshire Funding, Inc.

Statements of Income



   
Year ended December 31
  
   
2004
  
2003
  
2002
  
Revenues:
              
Loan sales and servicing
  
$
702,050
  
$
1,229,181
  
$
1,001,538
  
Interest on collateralized loans
    
561,935
    
79,531
    
127,135
  
Program participant fees
    
53,438
    
73,238
    
116,446
  
Interest on cash sweep account
    
8,683
    
13,787
    
31,246
  
     
1,326,106
    
1,395,737
    
1,276,365
  
                     
Operating expenses:
                    
Interest on affiliate borrowings
    
51,475
    
21,585
    
14,524
  
Administrative expenses
    
140,478
    
-      
    
-      
  
     
191,953
    
21,585
    
14,524
  
                     
Income from operations
    
1,134,153
    
1,374,152
    
1,261,841
  
Realized gain on sale of retained interest
    
1,609,019
    
-      
    
-      
  
Income before income taxes
    
2,743,172
    
1,374,152
    
1,261,841
  
                     
Income tax expense
    
1,014,330
    
464,969
    
512,635
  
                     
Net income
  
$
1,728,842
  
$
909,183
  
$
749,206
  


See accompanying notes.


Hampshire Funding, Inc.

Statements of Stockholder’s Equity




   
 
 
Common
Stock
  
 
Additional
Paid-in
Capital
  
 
 
Retained
Earnings
  
Accumulated
Other
Comprehensive
Income
  
 
 
 
Total
  
                       
Balance at December 31, 2001
  
$
50,000
  
$
789,811
  
$
5,160,127
  
$
510,433
  
$
6,510,371
  
                                 
Net income
                
749,206
          
749,206
  
Change in unrealized gain on securities available for sale, net of tax of $348,732
                      
647,643
    
647,643
  
Total comprehensive income
                
749,206
    
647,643
    
1,396,849
  
Balance at December 31, 2002
    
50,000
    
789,811
    
5,909,333
    
1,158,076
    
7,907,220
  
                                 
Net income
                
909,183
          
909,183
  
Change in unrealized gain on securities available for sale, net of tax of $69,402
                      
128,892
    
128,892
  
Total comprehensive income
                
909,183
    
128,892
    
1,038,075
  
Balance at December 31, 2003
    
50,000
    
789,811
    
6,818,516
    
1,286,968
    
8,945,295
  
                                 
Net income
                
1,728,842
          
1,728,842
  
Change in unrealized gain on securities available for sale, net of tax of $692,983
                      
(1,286,968
)
  
(1,286,968
)
Total comprehensive income
                
1,728,842
    
(1,286,968
)
  
441,874
  
Balance at December 31, 2004
  
$
50,000
  
$
789,811
  
$
8,547,358
  
$
-
  
$
9,387,169
  


See accompanying notes

Hampshire Funding, Inc.

Statements of Cash Flows



   
Year ended December 31
  
   
2004
  
2003
  
2002
  
Operating activities
              
Net income
  
$
1,728,842
  
$
909,183
  
$
749,206
  
Adjustments to reconcile net income to net
cash used in operating activities:
                    
Amortization of deferred charge
    
-      
    
29,203
    
58,407
  
Deferred tax expense (benefit)
    
608,011
    
91,739
    
(195,114
)
Realized gain on sale of retained interest
    
(1,609,019
)
  
-      
    
-      
  
Loss on sales of loans
    
-      
    
69,518
    
26,257
  
Decrease in fair value of servicing asset
    
(29,719
)
  
(110,643
)
  
(94,651
)
Increase in interest receivable
    
(416,296
)
  
-      
    
-      
  
(Decrease) increase in due to affiliates
    
(1,005,399
)
  
62,286
    
(169,010
)
(Decrease) increase in accounts payable
    
(224,875
)
  
(775,385
)
  
139,048
  
Other, net
    
(730,502
)
  
(1,429,184
)
  
(1,126,567
)
Net cash used in operating activities
    
(1,678,957
)
  
(1,153,283
)
  
(612,424
)
                     
Investing activities
                    
Cash flows from investing activities
                    
Net decrease in collateralized loans
    
3,541,983
    
-      
    
-      
  
Purchase of collateral loans from PREFCO
    
(3,686,537
)
  
-      
    
-      
  
Net cash used in investing activities
    
(144,554
)
  
-      
    
-      
  
                     
Financing activities
                    
Net increase in due to parent
    
1,047,833
    
454,922
    
853,527
  
Proceeds from sale of collateral notes receivable
    
766,118
    
1,801,282
    
2,992,399
  
Loans originated
    
(806,440
)
  
(1,896,086
)
  
(3,149,894
)
Net cash provided by financing activities
    
1,007,511
    
360,118
    
696,032
  
                     
Net (decrease) increase in cash and cash equivalents
    
(816,000
)
  
(793,165
)
  
83,608
  
                     
Cash and cash equivalents at beginning of year
    
1,010,347
    
1,803,512
    
1,719,904
  
                     
Cash and cash equivalents at end of year
  
$
194,347
  
$
1,010,347
  
$
1,803,512
  


    Supplemental disclosure of cash flow information
Cash paid during the year for:
              
Interest
  
$
51,475
  
$
21,585
  
$
14,524
  
Income taxes
    
258,784
    
473,197
    
752,574
  

    See accompanying notes.


Hampshire Funding, Inc.

Notes to Financial Statements

December 31, 2004


1. Accounting Policies

Organization

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

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

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

The Company administers Programs whereby Participants obtain life insurance coverage solely from Jefferson Pilot Financial and Jefferson Pilot LifeAmerica. Under the Programs, insurance premiums are paid by Participants through a series of loans from the Company. Loans to Participants are secured by Participant’s ownership in mutual fund shares.

Use of Estimates

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

Cash and Cash Equivalents

Cash and cash equivalents include cash on deposit at financial institutions.

Collateralized Loans

The Company finances premiums for policyholders who have purchased life insurance policies. The fair value of a Participant’s pledged mutual fund shares must exceed 150% of the total loan balance plus accrued interest (“Participant’s Total Account Indebtedness”). If the value of the shares pledged declines below 130% of the Participant’s Total Account Indebtedness, the Company will terminate the Program and liquidate shares sufficient to repay the Indebtedness. Interest income is accrued on the unpaid principal balance.
Program Loan Sales

When the Company sold program loans, it retained interest-only strips, servicing rights and 5% of each loan sold, all of which were retained interests in the securitized receivables. Gain or loss on sale of the receivables depended in part on the previous carrying amount of the financial assets involved in the transfer, allocated between the assets sold and the retained interests based on their relative fair value at the date of transfer. However, quotes are generally not available for retained interest, so the Company generally estimated fair value based on the present value of future expected cash flows estimated using management’s best estimates of the key assumptions - termination and discount rates commensurate with the risks involved.

Servicing Asset

The Company received fee income for continuing to service sold receivables equal to 2% of outstanding receivables. The Company capitalized the present value of expected servicing fee income in excess of the related cost of servicing over the estimated life of the sold receivables (net servicing income). To the extent that net servicing income varied from management’s estimates, the servicing asset may amortize faster or slower than anticipated. The asset was evaluated for impairment based upon the fair value of the rights as compared to amortized cost. The asset would be considered impaired to the extent that estimated fair value was less than amortized cost at the balance sheet date.

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

Recognition of Revenues

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

2. Termination of Financing Agreement

On December 31, 1997, the Company entered into a Receivables Purchase Agreement (the "Agreement") with Preferred Receivables Funding Corporation ("PREFCO"), a wholly owned subsidiary of Bank One, formerly First National Bank of Chicago, (the "Bank"). This Agreement provided for an initial purchase of the Company's collateral loans receivable by PREFCO in the amount of $52,994,767 and for ongoing periodic purchases. Over the life of the Agreement, cash flows related to the repayment of loans were used to satisfy the collateral loan receivables due to PREFCO. The Agreement renewed annually and was scheduled to renew again on July 21, 2004.

The collateral loan receivable due to PREFCO had declined to $3,686,674 as of June 30, 2004. Accordingly, on July 9, 2004, the Company elected not to extend the Agreement. Upon termination of the Agreement, the Company borrowed funds through its existing inter-company loan agreement with its parent Jefferson-Pilot Corporation and paid PREFCO its outstanding collateral loan receivable balance of $3,686,537, net of a $137 interest payment. The Company realized a gain of $1,609,019 upon termination of the securitized receivable with PREFCO, based on an estimated fair market value of $12,423,133 as compared to a cost basis of $10,977,426.

3. Sale of Collateral Notes Receivable Portfolio

Until termination of the Agreement, the Company sold program loans in securitization transactions, and in each case the Company retained servicing responsibilities and subordinated interests. The Company received annual servicing fees of 2% of the outstanding balance and rights to future cash flows arising after the purchaser of the loans had received the return for which they contracted. The investor in the loans had no recourse to the Company’s other assets for failure of debtors to pay when due. The Company’s retained interests were subordinate to the investor’s interests. Their value was subject to credit and prepayment risks on the transferred financial assets, although the loans were fully secured by shares in mutual funds.

3. Sale of Collateral Notes Receivable Portfolio (continued)

At December 31, 2003, key economic assumptions and the sensitivity of the current fair value of residual cash flows to immediate adverse changes in those assumptions were as follows:

Carrying Amount/fair value of retained interests
  
$
11,711,462
  
Weighted-average life
    
0.7 years
  
         
Termination rate assumption (annual)
    
30%
 
Rate increases to 35%
  
$
101,257
  
Rate increases to 40%
  
$
195,383
  
Rate increases to 45%
  
$
285,454
  
         
Residual cash flows discount rate (annual)
    
15%
 
Rate increases to 17%
  
$
(378,661
)
Rate increases to 19%
  
$
(740,473
)

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

At July 9, 2004, the outstanding balance of loans sold by the Company under the Agreement was $15,845,889 compared to $19,127,070 in 2003. The Company received gross servicing income of $60,920 for the period January 1 through July 9, 2004. The Company received $238,455, and $500,969, for the years ended December 31, 2003, and 2002, respectively.

4. Interest Retained from Receivable Sales, net

The amortized cost and gross unrealized gains and losses and estimated fair value of retained interests in loan sales at December 31, 2003 are shown below. Expected maturities may differ from contractual maturities as the Programs underlying the securities may be terminated prior to contractual maturity.

   
 
Cost
  
Unrealized
Gains
  
Unrealized
Losses
  
Fair
Value
  
Residual principal certificates due five years through ten years
  
$
3,032,510
  
$
2,795,896
  
$
     -
  
$
5,828,406
  
                           
Interest-only strip receivables due five years through ten years
    
6,699,002
    
     -
    
(815,946
)
  
5,883,056
  
   
$
9,731,512
  
$
2,795,896
  
$
(815,946
)
$
11,711,462
  

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

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

All of the interests retained were subordinated to the payment of principal and permitted interest to the bank-sponsored commercial paper conduit, and are initially recorded at their respective fair values. As permitted by the provisions of Statement of Financial Accounting Standards No. 115, Accounting for Certain Investments in Debt and Equity Securities, the Company classified interests retained as available-for-sale securities. As a result, unrealized gain and unrealized losses not deemed to be other-than-temporary were included in comprehensive income as a separate component of stockholder’s equity.

5. Income Taxes

The operations of the Company are included in the consolidated federal income tax return of Jefferson-Pilot Corporation. Federal income tax is allocated by Jefferson-Pilot Corporation as if the Company filed a separate income tax return. Deferred tax assets and liabilities are recognized for the expected future tax effects attributable to temporary differences between the financial reporting and tax bases of assets and liabilities, based on enacted tax rates and other provisions of tax law.

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

   
2004
  
2003
  
2002
  
Current:
              
Federal
  
$
346,119
  
$
253,339
  
$
564,388
  
State
    
60,200
    
119,891
    
143,361
  
 Total current
    
406,319
    
373,230
    
707,749
  
                     
Deferred:
                    
Federal
    
564,842
    
75,685
    
(160,969
)
State
    
43,169
    
16,054
    
(34,145
)
 Total deferred
    
608,011
    
91,739
    
(195,114
)
                     
   
$
1,014,330
  
$
464,969
  
$
512,635
  

A reconciliation of the blended federal and state statutory income tax rates to the Company’s effective income tax expense for the years ended December 31 is as follows:

   
2004
  
2003
  
2002
  
Income before income taxes
  
$
2,743,172
  
$
1,374,152
  
$
1,261,841
  
Blended statutory federal and state rates
    
37.44%
 
  
39.17%
 
  
40.62%
 
Tax at blended statutory rates
    
1,027,183
    
538,297
    
512,635
  
Foreign tax credits
    
(12,853
)
  
(73,328
)
  
-
  
Effective income tax
  
$
1,014,330
  
$
464,969
  
$
512,635
  

Deferred tax assets (liabilities) were comprised of the following at December 31, 2003:

Impact of loan sales
  
$
608,011
    
Unrealized gain on securities available for sale
    
(692,982
)
  
   
$
(84,971
)
  

Net deferred liabilities are included with other assets in the statement of financial condition.

6. Transactions with Affiliates

In 1998, the Company entered into an intercompany loan agreement with Jefferson-Pilot Corporation whereby the Company may borrow funds for working capital needs at short-term interest rates. The weighted average interest rate for the intercompany borrowings was 1.37%, 1.14%, and 1.70% for the years ended December 31, 2004, 2003, and 2002, respectively. At December 31, 2004 and 2003, the Company had borrowed $3,201,853 and $2,154,020, respectively.

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

6. Transactions with Affiliates (continued)

Substantially all general and administrative expenses are allocated to the Company by JP Life in accordance with mutually agreed upon cost allocation methods that the Company and JP Life believe reflect a proportional allocation of common expenses and which are commensurate for the performance of the applicable duties. The Company did not allocate any expenses related to the servicing asset for 2004 and 2003. For the year ended December 31, 2002, the Company’s portion of allocated expenses related to the servicing asset were $16,254. These expenses are included in the calculation of the expected cash flows for purposes of determining income related to programs sales, therefore are not shown as expenses in the statemen ts of income.

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

Not Applicable


PART III

Item 10 - Directors and Executive Officers of the Registrant

The following sets forth information relating to Directors and Executive Officers of the Company as of December 31, 2003.

 
Name(1)
Age
Position(2)
       
 
Ronald R. Angarella
46
Chairman, CEO, and Director
 
David K. Booth
41
President and Director
 
John C. Ingram
60
Director
 
John A. Weston
45
Treasurer
 
Russell C. Simpson
49
Vice President and Chief Financial Officer
 
David Armstrong
35
Vice President
 
Charles C. Cornelio
45
Vice President
 
Carol R. Hardiman
50
Vice President
 
Robert A. Reed
62
Vice President and Assistant Secretary
 
Frederick C. Tedeschi
58
Secretary
 
Ronald R. Angarella was elected Chief Executive Officer of the Company and Broker-Dealer in February 2003 after serving as President and Chairman since October 1995. Mr. Angarella was elected Senior Vice President of Jefferson Pilot Financial and Vice Chairman of the Broker-Dealer in November 1994. Prior to that time, Mr. Angarella held several management positions with the Company and it affiliates since joining Jefferson Pilot Financial in 1986.

David K. Booth was elected President and Director of the Company and Broker-Dealer in March 2003. He joined Jefferson Pilot Securities in 1990 as a Due Diligence Analyst and served as Assistant Vice President, Securities Marketing from 1995 to 1997, Vice President of Marketing from 1997 to 2002, and Chief Marketing Officer since 2002.

John C. Ingram was elected Director of the Company in May 1999. Mr. Ingram served as Chief Investment Officer of Jefferson Pilot Financial and affiliates from 2001 until 2004. Prior to that time, he had been named Senior Vice President and Manager of the Securities Department in 1987, after serving as Second Vice President since 1982.

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

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

David Armstrong was elected Vice President of the Company and Broker-Dealer in February 2003. Mr. Armstrong joined Jefferson Pilot in 1992, served as Financial Institutions Expense Manager from 1992 to 1994 and Due Diligence Analyst from 1994 to 1996. From 1996 until 1999, he served as Marketing Officer, Products and Planning, until Mr. Armstrong was named Assistant Vice President, Product Planning of the Broker-Dealer in February 1999.

Item 10 - Directors and Executive Officers of the Registrant (continued)

Charles C. Cornelio was elected Vice President of the Company in May 1997. From May 1993 to May 1997 he was Vice President, General Counsel and Secretary. Mr. Cornelio’s principal occupation since May 1997 has been Executive Vice President of Jefferson Pilot Financial and Senior Vice President of Jefferson-Pilot Corporation. He also serves as Executive Vice President - Operations of Jefferson Pilot LifeAmerica and as Vice President, General Counsel to Jefferson Pilot

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

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

Frederick C. Tedeschi was elected Secretary of the Company in May 2003. He joined Jefferson Pilot Financial in March 2003 as Vice President and Associate General Counsel. He was also appointed as Vice President and Secretary of the Broker-Dealer. From 1987 to 2002 Mr. Tedeschi held various officer positions with MONY Life Insurance Company, including Chief Insurance Operations Counsel and Chief Corporate Compliance Officer.


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

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

Hampshire Funding, Inc.
One Granite Place
Concord, New Hampshire 03301

Board of Directors
December 31, 2004
Ronald R. Angarella
24 Longview Drive
Bow, NH 03304

David K. Booth
303 Main Street
Hopkinton, NH 03229

John C. Ingram
3302 Wynnewood Drive
Greensboro, NC 27408

Hampshire Funding, Inc.
One Granite Place
Concord, New Hampshire 03301

Officers
December 31, 2004

Chairman and Chief Executive Officer
Ronald R. Angarella
 
24 Longview Drive
 
Bow, NH 03304
   
President
David K. Booth
 
303 Main Street
 
Hopkinton, NH 03229
   
Vice President and Chief Financial Officer
Russell C. Simpson
 
6002 Early Trail
 
Summerfield, NC 27358
   
Treasurer
John A. Weston
 
122 School Street
 
Concord, NH 03301
   
Vice President
David Armstrong
 
59 Primrose Lane
 
Penacook, NH 03303
   
Vice President
Charles C. Cornelio
 
5000 Casting Way
 
Greensboro, NC 27455
   
Vice President
Carol R. Hardiman
 
1 Paradise Road
 
Chichester, NH 03234
   
Vice President, Assistant Secretary
Robert A. Reed
 
P. O. Box 21008
 
Greensboro, NC 27420
   
Secretary
Frederick C. Tedeschi
 
13 Eagle Trace
 
Wolfboro, NH 03894
   
Assistant Treasurer
Donna M. Wilbur
 
21 Dwinell Drive
 
Concord, NH 03301
   
Assistant Vice President
Michael F. Murray
 
6 Morgan Drive
 
Bow, NH 03304
   
Assistant Vice President
Margaret A. Salamy
 
6 Hope Lane
 
Bow, NH 03304
Item 11 - Executive Compensation

(a) General

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

Item 12 - Security Ownership of Certain Beneficial Owners and Management

(a) Security Ownership of Certain Beneficial Owners

The table below sets forth ownership of the Company's issued and outstanding common stock as of March 1, 2005.

 
Title of
Name and Address
Amount and Nature of
Percent of
 
Class
of Beneficial Owner
Beneficial Ownership
 Class
         
 
Common
Jefferson-Pilot Corporation
50,000 shares of record
100
   
100 N. Greene Street
    
   
Greensboro, NC 27401
    

(b)    Security Ownership of Management
 None

Item 13 - Certain Relationships and Related Transactions

(a) Transactions with Management and Others

The Company has an agreement with JP Life whereby JP Life provides service and joint operations. In addition, the Company utilizes furniture, equipment and fixtures owned by one or more of the Insurance Companies. The Company pays JP Life a fee, determined in accordance with mutually agreed upon cost allocation methods, which the Companies believe reflect a proportional allocation of common costs and are commensurate for the performance of the applicable duties.
The Company has an intercompany loan agreement with Jefferson-Pilot Corporation, whereby it may borrow money at short-term interest rates. At December 31, 2004 the Company had $3,201,853 of loans outstanding.
(b) Certain Business Relationships

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

Item 14 - Controls and Procedures

Within the 90 days prior to the filing date of this report, we carried out an evaluation, under the supervision and with the participation of our management, including the Chief Executive Officer (CEO) and Chief Financial Officer (CFO), of the effectiveness of the design and operation of our disclosure controls and procedures pursuant to Securities Exchange Act of 1934 Rule 13a-15. Based upon that evaluation, our management, including our CEO and CFO, concluded that our disclosure controls and procedures were effective. Disclosure controls and procedures are controls and procedures that are designed to ensure that information required to be disclosed in our reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commissi on’s rules and forms.

There have been no significant changes in our internal controls or in other factors that could significantly affect our internal controls subsequent to the date we carried out this evaluation.

PART IV


Item 15 - Exhibits, Financial Statement Schedules, and Reports on Form 8-K

  (a) This portion of item 15 appears on page 8 of this report.

  (b) No Form 8-K was filed in the fourth quarter of 2004.

(c) Exhibits

 
       (i)    Pursuant to Rule 12b-23 and General Instruction G, the following exhibits required to be filed with this Report pursuant to the Instructions for Item 15 above are incorporated by reference from the reference source cited in the table below.

Reg S-K
      
Item 601
      
       
Exhibit
      
Table No.
  
Document
Reference Source
       
(1)
  
Distribution agreement between the
Form 10-K, filed
   
Company and Chubb Securities
March 15, 1990, for the year
   
Corporation dated March 1, 1990
ended December 31, 1989, pp. 23-24
       
(3)
(i)
Articles of Incorporation of Company
Form 10-K, filed
     
March 15, 1990, for the year
     
ended December 31, 1989, pp. 25-27
       
 
(ii)
By-Laws of Company
Form 10-K, filed
     
March 15, 1990, for the year
     
ended December 31, 1989, pp. 28-46
       
(4)
(i)
Agency Agreement and Limited
Form 10-K, filed
   
Power of Attorney
March 19, 1997, for the year
     
ended December 31, 1996, pp. 24-26
       
 
(ii)
Change in Participant in Program
Form 10-K, filed
     
March 19, 1997, for the year
     
ended December 31, 1996, pp. 27-28
       
 
(iii)
Disclosure Statement
Form 10-K, filed
     
March 19, 1997, for the year
     
ended December 31, 1996, p. 29
       
(10)
(a)
Revolving Credit Agreement between
Form 10-K, filed
   
the Company and SunTrust Bank,
March 19, 1997, for the year
   
dated October 23, 1996
ended December 31, 1996, pp. 30-44
       
 
(b)
Revolving Credit Note between the
Form 10-K, filed March 19,
   
Company and SunTrust Bank dated
1997, for the year ended
   
October 23, 1996
December 31, 1996, pp. 45-46
       
 
(c)
Guaranty between Chubb Life and
Form 10-K, filed
   
SunTrust Bank dated October 23, 1996
March 19, 1997, for the year
     
ended December 31, 1996, pp. 47-53
 

Exhibit
      
Table No.
  
Document
Reference Source
       
 
(d)
Receivables Purchase Agreement
Form 10-K, filed
   
among the Company, Investors,
March 30, 1998, for the year
   
Preferred Receivables Funding
ended December 31, 1997, pp. 27-75
   
Corporation and First National Bank of
 
   
Chicago dated December 31, 1997
  
       
 
(e)
Performance Guarantee by
Form 10-K, filed
   
Jefferson-Pilot Corporation
March 30, 1998, for the year
     
ended December 31, 1997, pp. 76-83
       
 
(f)
Amendment No. 1 to the Receivables
Form 10-K, filed
   
Receivables Purchase Agreement
March 30, 1999, for the year
   
among the Company, Investors,
ended December 31, 1998, pp. 31-33
   
Preferred Receivables Funding
 
   
Corporation and First National Bank
  
   
of Chicago dated June 29, 1998
  
       
 
(g)
Amendment No. 2 to the Receivables
Form 10-K, filed
   
Receivables Purchase Agreement
March 30, 2000, for the year
   
among the Company, Investors,
ended December 31, 1999, pp. 31-33
   
Preferred Receivables Funding
 
   
Corporation and First National Bank
  
   
of Chicago dated June 29, 1999
  
       
 
(h)
Amendment No. 3 to the Receivables
Form 10-K, filed
   
Receivables Purchase Agreement
March 30, 2001 for the year
   
among the Company, Investors,
ended December 31, 2000, pp. 28-30
   
Preferred Receivables Funding
  
   
Corporation and Bank One, NA
  
   
dated June 26, 2000
  
       
 
(i)
Amendment No. 4 to the Receivables
Form 10-K, filed
   
Receivables Purchase Agreement
March 30, 2001 for the year
   
among the Company, Investors,
ended December 31, 2000, pp. 31-33
   
Preferred Receivables Funding
 
   
Corporation and Bank One, NA
  
   
dated July 26, 2000
  
       
 
(j)
Amendment No. 5 to the Receivables
Form 10-K filed
   
Receivables Purchase Agreement
March 30, 2002 for the year
   
among the Company, Investors,
ended December 31, 2001, pp. 27-29
   
Preferred Receivables Funding
 
   
Corporation and Bank One, NA
  
   
dated July 25, 2001
  
       
 
(k)
Amendment No. 6 to the Receivables
Form 10-K filed
   
Receivables Purchase Agreement
March 30, 2002 for the year
   
Among the Company, Investors,
ended December 31, 2001, pp. 30-32
   
Preferred Receivables Funding
 
   
Corporation and Bank One, NA dated
  
   
October 21, 2001
  
       
 
(l)
Waiver to the Receivables
Form 10-K filed
   
Receivables Purchase Agreement
March 28, 2003 for the year
   
Among the Company, Investors,
ended December 31, 2002, pp. 26-28
   
Preferred Receivables Funding
 
   
Corporation and Bank One, NA
 
   
dated August 9, 2002
  

Exhibit
      
Table No.
  
Document
Reference Source
       
 
(m)
Amendment No. 7 to the Receivables
Form 10-K filed
   
Receivables Purchase Agreement
March 28, 2003 for the year
   
Among the Company, Investors,
ended December 31, 2002, pp. 29-31
   
Preferred Receivables Funding
 
   
Corporation and Bank One, NA dated
 
   
July 24, 2002
  
       
 
(n)
Amendment No. 8 to the Receivables
Form 10-K filed
   
Receivables Purchase Agreement
March 26, 2004 for the year
   
Among the Company, Investors,
ended December 31, 2003, pp. 26-28
   
Preferred Receivables Funding
 
   
Corporation and Bank One, NA dated
  
   
July 23, 2003
  
       
(22)
Subsidiaries of the Registrant
Form 10-K, filed
     
March 15, 1990, for the year
     
ended December 31, 1989, p. 66
       
(31)
Chief Executive Officer Certifications Under Section 302 of Sarbanes-Oxley Act of 2002
   
(32)
Chief Financial Officer Certifications Under Section 302 of Sarbanes-Oxley Act of 2002


(d) Financial Statement Schedules

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



SIGNATURES

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

DATE:    March 18, 2005                      HAMPSHIRE FUNDING, INC.




 By: /s/ RONALD R. ANGARELLA


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

Name
  
Title
  
Date
         
         
/s/ RONALD R. ANGARELLA
  
Chairman, CEO, and Director
  
March 18, 2005
   
Ronald R. Angarella
    
         
         
/s/ DAVID K. BOOTH
  
President and Director
  
March 18, 2005
   
David K. Booth
    
         
         
/s/ JOHN C. INGRAM
  
Director
  
March 18, 2005
   
John C. Ingram
    
         
         
/s/ JOHN A. WESTON
  
Treasurer
  
March 18, 2005
   
John A. Weston
    
         
         
/s/ RUSSELL C. SIMPSON
  
Vice President and
  
March 18, 2005
   
Chief Financial Officer
    
   
Russell C. Simpson