February 10, 1997
     
Securities and Exchange Commission
450 Fifth Street, N.W., Stop 6-9
Washington, D.C. 20549
E-Mail: rule-comments@sec.gov
attn. Jonathan G. Katz
        Secretary
     
RE:     Rules Implementing Amendments to the Investment Advisers Act of 1940
        Release No. IA-1601 
        File No. S7-31-96
     
     
     
Dear Secretary Katz:
     
Chubb Securities Corporation ("CSC") is writing this letter in response to the 
Securities and Exchange Commissions ("SEC") request for comments concerning the 
above referenced proposed rules.  Please find enclosed two additional copies of 
this letter for your convenience.
     
The Broker-Dealer
     
CSC is a broker-dealer registered under Section 15 of the Securities and 
Exchange Act of 1934 (the "Exchange Act"), a properly licensed member of the 
National Association of Securities Dealers, Inc. ("NASD"), and is registered as 
a broker-dealer in all fifty states.  CSC is a New Hampshire corporation and a 
wholly owned subsidiary of Chubb Life Insurance Company of America also 
incorporated in New Hampshire.
     
     
Securities and Exchange Commission
Jonathan G. Katz, Secretary
February 10, 1997
Page 2
     
     
CSCs registered representatives are generally independent contractors and are 
registered/licensed with the NASD and in those states where they conduct 
business. 
     
CSC operates a fully disclosed introducing broker-dealer.  Certain CSC accounts 
are handled on a subscription basis directly with certain mutual fund companies.
Customer accounts are maintained by the clearing broker or the mutual funds when
appropriate.
     
CSC offers a variety of investment products, including equities, debt 
securities, mutual funds, unit investment trusts, variable annuities, variable 
life insurance, limited partnership interests, and other similar investment 
products.  Most of CSCs brokerage business involves mutual funds, variable 
annuities and variable life insurance.  All of CSCs broker-dealer accounts are 
non-discretionary.
     
The Investment Adviser
     
CSC is also registered as an investment adviser with the SEC and in applicable 
states and requires its broker-dealer registered representatives to register as 
investment adviser representatives of CSC when they engage in certain limited 
investment adviser functions.  Of the approximately 1200 broker-dealer 
registered representatives of CSC, about 250 are registered as investment 
adviser representatives of CSC in 43 different states.  
     
CSCs investment advisory activities are: providing generic seminars concerning 
financial services for a nominal fee; soliciting clients to third-party money 
management services, wrap fee programs and asset management services; providing 
generic financial plans; providing fee-based non-discretionary asset allocation 
services in conjunction with a third-party investment adviser.  
     
Assets Under Management - Rule 203A-2
     
CSC proposes: that the definition of "assets under management" be expanded; and 
that the SEC create a further exemption to the prohibition from federal 
investment adviser registration.  In effect, CSC believes that prohibiting 
federal investment
     
Securities and Exchange Commission
Jonathan G. Katz, Secretary
February 10, 1997
Page 3
     
     
adviser registration for an entity that is large enough to have a national 
presence with representatives in all fifty states would be unfair, a burden on 
interstate commerce, or otherwise inconsistent with the purposes of section 203A
of the Investment Advisers Act of 1940.
     
The proposed rule is ambiguous as to what constitutes "assets under management" 
and more specifically as to the meaning of "continuous and regular supervisory 
or management services."  The amount of assets under direct or indirect 
management by CSC investment adviser representatives (and for which CSC 
representatives receive an on-going investment management fee) is in excess of 
$390 million.   Under the current proposed rules it is unclear as to whether CSC
would meet the "$25 million of assets under management" requirement necessary 
for it to register with the SEC as an investment adviser.
     
CSC suggests: that the phrase "assets under management" be defined to include 
the assets in asset management programs distributed by broker-dealer registered 
representatives dually registered as investment adviser representatives; and/or 
that a fifth exemption under rule 203A-2 be adopted so that an investment 
adviser that is also registered as a broker-dealer and the broker-dealer 
conducts brokerage business nationwide should be exempted from the prohibition 
of investment adviser registration with the SEC.
     
Non-discretionary fee-based asset management services have been a growing 
(programs that generally invest a clients portfolio in no-load mutual funds) 
alternative to load mutual funds.  CSC believes that this important trend should
be recognized in the rules enacted by the SEC concerning investment adviser 
registration.  
     
Please do not hesitate to contact the undersigned if you have any comments in 
regard to this letter.
     
Very truly yours,
     
     
Ian E. Celecia
Assistant Counsel