As filed with the Securities and Exchange Commission on April 24, 1998.
Registration Nos. 333-1043
811-7543
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM N-4
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
Pre-Effective Amendment No. ____ [ ]
Post-Effective Amendment No. 10 [X]
and/or
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940
Amendment No. 16 [X]
Variable Account A
(Exact name of Registrant)
Keyport Life Insurance Company
(Name of Depositor)
125 High Street, Boston Massachusetts 02110
(Address of Depositor's Principal Executive Offices (Zip Code)
Depositor's Telephone Number, including Area Code: 617-526-1400
Bernard R. Beckerlegge, Esq.
Senior Vice President and General Counsel
Keyport Life Insurance Company
125 High Street, Boston, Massachusetts 02110
(Name and Address of Agent for Service)
copy to:
Joan E. Boros, Esq.
Jorden Burt Boros Cicchetti Berenson & Johnson LLP
1025 Thomas Jefferson Street, N.W.
Washington, DC 20007
It is proposed that this filing will become effective:
( ) immediately upon filing pursuant to paragraph (b) of Rule 485
(X) on May 1, 1998 pursuant to paragraph (b) of Rule 485
( ) 60 days after filing pursuant to paragraph (a) of Rule 485
( ) on [date] pursuant to paragraph (a) of Rule 485
Title of Securities Being Registered: Variable Portion of the Contracts
Funded Through the Separate Account.
No filing fee is due because an indefinite amount of securities is deemed
to have been registered in reliance on Section 24(f) of the Investment
Company Act of 1940.
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Exhibit Index on Page ____
CONTENTS OF REGISTRATION STATEMENT
The Facing Sheet
The Contents Page
Cross-Reference Sheet
PART A
Prospectus
PART B
Statement of Additional Information
PART C
Items 24 - 32
The Signatures
Exhibits
VARIABLE ACCOUNT A
KEYPORT LIFE INSURANCE COMPANY
CROSS REFERENCE TO ITEMS REQUIRED
BY FORM N-4
N-4 Item Caption in Prospectus
1. . . . . . . . . .Cover Page
2. . . . . . . . . .Glossary of Special Terms
3. . . . . . . . . .Summary of Expenses
4. . . . . . . . . .Condensed Financial Information
Performance Information
5. . . . . . . . . .Keyport and the Variable Account
Eligible Funds
6. . . . . . . . . .Deductions
7. . . . . . . . . .Allocations of Purchase Payments
Transfer of Variable Account Value
Substitution of Eligible Funds and Other Variable
Account Changes
Modification of the Certificate
Death Provisions for Non-Qualified Certificates
Death Provisions for Qualified Certificates
Certificate Ownership
Assignment
Partial Withdrawals and Surrender
Annuity Benefits
Suspension of Payments
Inquiries by Certificate Owners
8. . . . . . . . . .Annuity Provisions
9. . . . . . . . . .Death Provisions for Non-Qualified Certificates
Death Provisions for Qualified Certificates
Annuity Options
10. . . . . . . . . .Purchase Payments and Applications
Variable Account Value
Valuation Periods
Net Investment Factor
Sales of the Certificates
11. . . . . . . . . .Partial Withdrawals and Surrender
Option A: Income For a Fixed Number of Years
Right to Revoke
12. . . . . . . . . .Tax Status
13. . . . . . . . . .Legal Proceedings
14. . . . . . . . . .Table of Contents - Statement of Additional
Information
Caption in Statement of Additional Information
15. . . . . . . . . .Cover Page
16. . . . . . . . . .Table of Contents
17. . . . . . . . . .Keyport Life Insurance Company
18. . . . . . . . . .Experts
19. . . . . . . . . .Not applicable
20. . . . . . . . . .Principal Underwriter
21. . . . . . . . . .Investment Performance
22. . . . . . . . . .Variable Annuity Benefits
23. . . . . . . . . .Financial Statements
This Amendment No. 10 to the Registration Statement on Form N-4 which
initially became effective on October 18, 1996 (the "Registration
Statement") is being filed pursuant to Rule 485(b) under the Securities Act
of 1933, as amended. This Amendment relates only to the prospectus,
statement of additional information, and exhibits included in this
Amendment and does not otherwise delete, amend, or supersede any
information contained in Post-Effective Amendment Nos. 8 and 9 to the
Registration Statement.
PART A
May 1, 1998 Prospectus for
MANNING & NAPIER VARIABLE ANNUITY
Including Eligible Fund Prospectuses for
MANNING & NAPIER INSURANCE FUND, INC.:
Manning & Napier Moderate Growth Portfolio
Manning & Napier Growth Portfolio
Manning & Napier Maximum Horizon Portfolio
Manning & Napier Small Cap Portfolio
Manning & Napier Equity Portfolio
Manning & Napier Bond Portfolio
STEINROE VARIABLE INVESTMENT TRUST:
Stein Roe Money Market Fund, Variable Series
Distributed by:
Keyport Financial Services Corp.
125 High Street, Boston, MA 02110-2712
Issued by:
Keyport Life Insurance Company
125 High Street, Boston, MA 02110-2712
[ ] Yes. I would like to receive the Manning & Napier Variable Annuity
Statement of Additional Information.
[ ] Yes. I would like to receive the Manning & Napier Insurance Fund, Inc.
Statement of Additional Information.
[ ] Yes. I would like to receive the SteinRoe Variable Investment Trust
Statement of Additional Information.
Name
Address
City State Zip
BUSINESS REPLY MAIL
FIRST CLASS MAIL
PERMIT NO. 6719
BOSTON, MA
POSTAGE WILL BE
PAID BY ADDRESSEE
KEYPORT LIFE INSURANCE CO.
125 HIGH STREET
BOSTON, MA 02110-9773
NO POSTAGE
NECESSARY
IF MAILED
IN THE
UNITED STATES
GROUP AND INDIVIDUAL FLEXIBLE PURCHASE PAYMENT
DEFERRED VARIABLE ANNUITY CONTRACT
ISSUED BY
Variable Account A
OF
KEYPORT LIFE INSURANCE COMPANY
This Prospectus offers Group and Individual Variable Annuity Contracts (the
"Contracts") and the related Certificates (the "Certificates") that are
designed to fund benefits under certain group arrangements including those
that qualify for special tax treatment under the Internal Revenue Code of
1986 (the "Code"). As required by certain states, the Contracts may be
offered as individual contracts. Unless otherwise noted or the context so
requires all references to the Certificates include the Contracts and the
individual Certificates. The Certificates are offered on a flexible payment
basis.
The variable annuity Contract (form number DVA(1)) and the Certificates
described in this prospectus provide for accumulation of Certificate Values
on a variable basis, and payments of periodic annuity payments on either a
variable or fixed basis. The Certificates are designed for use by
individuals for retirement planning purposes.
This prospectus generally describes the variable features of the
Certificate. Purchase Payments will be allocated to a segregated investment
account of Keyport Life Insurance Company ("Keyport"), designated Variable
Account A ("Variable Account").
The Variable Account invests in shares of the following Eligible Funds of
Manning & Napier Insurance Fund, Inc. ("Manning & Napier Insurance Fund")
at their net asset value: Manning & Napier Moderate Growth Portfolio
("MNMGP"), Manning & Napier Growth Portfolio ("MNGP"), Manning & Napier
Maximum Horizon Portfolio ("MNMHP"), Manning & Napier Small Cap Portfolio
("MNSCP"), Manning & Napier Equity Portfolio ("MNEP"), and Manning & Napier
Bond Portfolio ("MNBP"). The Variable Account also invests in shares of the
following Eligible Fund of SteinRoe Variable Investment Trust ("SteinRoe
Trust") at its net asset value: Stein Roe Money Market Fund, Variable
Series ("SRMMF").
The Variable Account may offer other forms of the contracts and
certificates that have features, fees and charges which vary from the
Certificates, and that provide for investment in other Sub-accounts which
invest in different or additional mutual funds. Other contracts and
certificates will be described in separate prospectuses and statements of
additional information. The agent selling the Contracts and Certificates
has information concerning the eligibility for and the availability of the
other forms of the Contracts and Certificates.
A Statement of Additional Information dated the same as this prospectus has
been filed with the Securities and Exchange Commission and is herein
incorporated by reference. It is available, at no charge, by writing
Keyport at 125 High Street, Boston, MA 02110, by calling (800) 437-4466, or
by returning the postcard on the back cover of this prospectus. It may also
be obtained by writing Manning & Napier Insurance Fund, Inc. at P.O. Box
40610, Rochester, New York 14604, or calling (800) 466-3863. A table of
contents for the Statement of Additional Information is on Page 17.
The Contract and Certificates: are not insured by the FDIC; are not a
deposit or other obligation of, or guaranteed by, the depository
institution; and are subject to investment risks, including the possible
loss of principal amount invested.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION NOR HAS THE COMMISSION PASSED UPON THE ACCURACY OR
ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
THIS PROSPECTUS SETS FORTH THE INFORMATION A PROSPECTIVE INVESTOR SHOULD
KNOW BEFORE INVESTING. THE PROSPECTUS SHOULD BE RETAINED FOR FUTURE
REFERENCE.
THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFERING IN ANY STATE OR
JURISDICTION IN WHICH SUCH OFFERING MAY NOT LAWFULLY BE MADE. NO PERSON IS
AUTHORIZED BY KEYPORT TO GIVE ANY INFORMATION OR TO MAKE ANY
REPRESENTATIONS, OTHER THAN THOSE CONTAINED IN THIS PROSPECTUS, IN
CONNECTION WITH THIS OFFERING, AND IF GIVEN OR MADE, SUCH UNAUTHORIZED
INFORMATION OR REPRESENTATIONS SHOULD NOT BE RELIED UPON.
The date of this prospectus is May 1, 1998
TABLE OF CONTENTS
Page
Glossary of Special Terms 3
Summary of Expenses 4
Synopsis 5
Condensed Financial Information 5
Performance Information 5
Keyport and the Variable Account 6
Year 2000 Matters 6
Purchase Payments and Applications 6
Investments of the Variable Account 7
Allocations of Purchase Payments 7
Eligible Funds 7
Transfer of Variable Account Value 8
Substitution of Eligible Funds and Other
Variable Account Changes 9
Deductions 9
Deductions for Certificate Maintenance Charge 9
Deductions for Mortality and Expense Risk Charge 10
Deductions for Transfers of Variable Account Value 10
Deductions for Premium Taxes 10
Deductions for Income Taxes 10
Total Variable Account Expenses 10
Other Services 10
The Certificates 10
Variable Account Value 10
Valuation Periods 11
Net Investment Factor 11
Modification of the Certificate 11
Right to Revoke 11
Death Provisions for Non-Qualified Certificates 11
Death Provisions for Qualified Certificates 12
Certificate Ownership 12
Assignment 13
Partial Withdrawals and Surrender 13
Annuity Provisions 13
Annuity Benefits 13
Income Date and Annuity Option 13
Change in Income Date and Annuity Option 13
Annuity Options 13
Variable Annuity Payment Values 14
Proof of Age, Sex, and Survival of Annuitant 14
Suspension of Payments 14
Tax Status 15
Introduction 15
Taxation of Annuities in General 15
Qualified Plans 16
Individual Retirement Annuities 16
Variable Account Voting Privileges 16
Sales of the Certificates 17
Legal Proceedings 17
Inquiries by Certificate Owners 17
Table of Contents--Statement of Additional
Information 17
Appendix A--Telephone Instructions 18
GLOSSARY OF SPECIAL TERMS
Accumulation Unit: An accounting unit of measure used to calculate Variable
Account Value.
Annuitant: The Annuitant is the natural person to whom any annuity payments
will be made starting on the Income Date. The Annuitant may not be over age
80 on the Certificate Date (age 75 for Qualified Certificates and age 80
for Roth IRA Qualified Certificates).
Certificate Anniversary: The same month and day as the Certificate Date in
each subsequent year of the Certificate.
Certificate Date: The effective date of the Certificate; it is shown on the
Certificate Schedule.
Certificate Owner: The person (or persons in the case of joint ownership)
who possesses all the ownership rights under the Certificate. The primary
Certificate Owner may not be over age 80 on the Certificate Date (age 75
for Qualified Certificates, age 80 for Roth IRA Qualified Certificates and
age 85 for a joint Owner).
Certificate Value: The Variable Account Value.
Certificate Withdrawal Value: The Certificate Value less any premium taxes
and Certificate Maintenance Charge.
Certificate Year: Any period of 12 months commencing with the Certificate
Date and each Certificate Anniversary thereafter shall be a Certificate
Year.
Designated Beneficiary: The person who may be entitled to receive benefits
following the death of the Annuitant, Certificate Owner, or joint
Certificate Owner. The Designated Beneficiary will be the first person
among the following who is alive on the date of death: primary Certificate
Owner; joint Certificate Owner; primary beneficiary; contingent
beneficiary; and if none of the above is alive, the primary Certificate
Owner's estate. If the primary Certificate Owner and joint Certificate
Owner are both alive, they will be the Designated Beneficiary together.
Eligible Funds: The mutual funds that are eligible investments for the
Variable Account under the Certificates.
In Force: The status of the Certificate before the Income Date so long as
it is not totally surrendered, the Certificate Value under a Certificate
does not go to zero, and there has not been a death of the Annuitant or any
Certificate Owner that will cause the Certificate to end within at most
five years of the date of death.
Income Date: The date on which annuity payments are to begin.
Non-Qualified Certificate: Any Certificate that is not issued under a
Qualified Plan.
Office: Keyport's executive office, which is 125 High Street, Boston,
Massachusetts 02110.
Qualified Certificate: Certificates issued under Qualified Plans.
Qualified Plan: A retirement plan established pursuant to the provisions of
Section 408(b) or 408A of the Internal Revenue Code.
Variable Account: A separate investment account of Keyport into which
Purchase Payments under the Certificates may be allocated. The Variable
Account is divided into Sub-Accounts ("Sub-Account") that correspond to the
Eligible Funds in which they invest.
Variable Account Value: The value of all Variable Account amounts
accumulated under the Certificate prior to the Income Date.
Written Request: A request written on a form satisfactory to Keyport,
signed by the Certificate Owner and a disinterested witness, and filed at
Keyport's Office.
SUMMARY OF EXPENSES
The expense summary format below, including the examples, was adopted by
the Securities and Exchange Commission to assist the owner of a variable
annuity certificate in understanding the transaction and operating expenses
the owner will directly or indirectly bear under a certificate. The values
reflect expenses of the Variable Account as well as the Eligible Funds
under the Certificates. The expenses shown for the Eligible Funds and the
examples should not be considered a representation of future expenses.
Certificate Owner Transaction Expenses
Sales Load Imposed on Purchases: 0%
Maximum Contingent Deferred Sales Charge
(as a percentage of Purchase Payments): 0%
Maximum Total Certificate Owner Transaction Expenses1
(as a percentage of Purchase Payments): 0%
Certificate Maintenance Charge $35
Variable Account Annual Expenses
(as a percentage of average net assets)
Mortality and Expense Risk Charge: .35%
Total Variable Account Annual Expenses: .35%
Manning & Napier Insurance Fund and SteinRoe Trust Annual Expenses2
(as a percentage of average net assets)
Total
Fund Operating
Management Other Expenses (After
Fees Expenses Any Reimbursement)3
MNMGP 0.00% 1.20% 1.20%(14.16%)3
MNGP 0.00% 1.20% 1.20%(10.98%)3
MNMHP 0.00% 1.20% 1.20%(12.76%)3
MNSCP 0.00% 1.20% 1.20%(12.53%)3
MNEP 0.00% 1.20% 1.20%(12.44%)3
MNBP 0.00% .85% .85%(14.27%)3
SRMMF .35% .25% .60%
THE ABOVE EXPENSES FOR THE ELIGIBLE FUNDS WERE PROVIDED BY MANNING & NAPIER
INSURANCE FUND AND STEINROE TRUST. KEYPORT HAS NOT INDEPENDENTLY VERIFIED
THE ACCURACY OF THE INFORMATION.
Example--Assuming surrender or annuitization of the Certificate at the end
of the periods shown4 or that the Certificate stays in force through the
periods shown.
A $1,000 investment in each Sub-Account listed would be subject to the
expenses shown, assuming 5% annual return on assets.
Sub-Account 1 Year 3 Years 5 Years 10 Years
MNMGP $15 $49 $89 $220
MNGP 15 49 89 220
MNMHP 15 49 89 220
MNSCP 15 49 89 220
MNEP 15 49 89 220
MNBP 12 38 69 172
SRMMF 9 30 55 136
1Keyport reserves the right to impose a transfer fee after prior notice to
Certificate Owners, but currently does not impose any charge. Premium taxes
are not shown. Keyport deducts the amount of premium taxes, if any, when
paid unless Keyport elects to defer such deduction.
2All Manning & Napier Insurance Fund and SteinRoe Trust expenses are for
1997. The Manning & Napier Insurance Fund expenses reflect the manager's
agreement to reimburse expenses above certain limits (see footnote 3).
3The managers of Manning & Napier Insurance Fund and SteinRoe Trust have
agreed to reimburse all expenses, including management fees, in excess of
the following percentage of the average annual net assets of each Eligible
Fund, so long as such reimbursement would not result in the Eligible Fund's
inability to qualify as a regulated investment company under the Internal
Revenue Code: MNMGP 1.2%, MNGP 1.2%, MNMHP 1.2%, MNSCP 1.2%, MNEP 1.2%,
MNBP .85%, SRMMF .65%. The Manning & Napier Insurance Fund manager's fee
waiver and assumption of expenses agreement is voluntary and may be
terminated at any time. The SteinRoe Trust manager's fee waiver and
assumption of expenses agreement is effective until April 30, 1999. The
SteinRoe Trust's manager was not required to reimburse expenses as of the
date of this Prospectus. The total percentages shown in the table for
MNMHP, MNSCP, MNEP, MNGP, MNMGP, and MNBP are after expense reimbursement.
Each percentage shown in the parentheses is what the total expenses would
be in the absence of expense reimbursement: for MNMGP--14.16%; for MNGP--
10.98%; for MNMHP--12.76%; for MNSCP--12.53%; for MNEP--12.44%; and for
MNBP--14.27%.
4The annuity is designed for retirement planning purposes. Surrenders prior
to the Income Date are not consistent with the long-term purposes of the
Certificate and the applicable tax laws.
The example should not be considered a representation of past or future
expenses and charges of the Sub-Accounts. Actual expenses may be greater or
less than those shown. Similarly, the assumed 5% annual rate of return is
not an estimate or a guarantee of future investment performance. See
"Deductions" in this prospectus, "Management" in the prospectus for Manning
& Napier Insurance Fund, and "How the Funds are Managed" in the prospectus
for SteinRoe Trust.
SYNOPSIS
The following Synopsis should be read in conjunction with the detailed
information in this prospectus and the Statement of Additional Information.
Please refer to the Glossary of Special Terms for the meaning of certain
defined terms. Variations from the information appearing in this prospectus
due to individual state requirements are described in supplements which are
attached to this prospectus, or in endorsements to the Certificates, as
appropriate.
The Certificate allows Certificate Owners to allocate Purchase Payments to
the Variable Account. The Variable Account is a separate investment account
maintained by Keyport. Certificate Owners may allocate payments to, and
receive annuity payments from, the Variable Account. If the Certificate
Owner allocates payments to the Variable Account, the accumulation values
and annuity payments will fluctuate according to the investment experience
of the Sub-Accounts chosen.
The Certificate permits Purchase Payments to be made on a flexible Purchase
Payment basis. The minimum initial payment is $5,000 and $2,000 for
individual retirement annuities. The minimum amount for each subsequent
payment is $1,000 or such lesser amount as Keyport may permit from time to
time (currently $1,000). (See "Purchase Payments and Applications" on Page
6.)
There are no deductions made from Purchase Payments for sales charges at
the time of purchase or upon surrender.
Keyport deducts a Mortality and Expense Risk Charge, which is equal on an
annual basis to .35% of the average daily net asset values in the Variable
Account attributable to the Contracts. (See "Deductions for Mortality and
Expense Risk Charge" on Page 10.)
Keyport deducts an annual Contract Maintenance Charge (currently $35.00)
from the Variable Account Value for administrative expenses. Prior to the
Income Date, Keyport reserves the right to change this charge for future
years. (See "Deductions for Certificate Maintenance Charge" on Page 9.)
Keyport reserves the right to deduct a charge of $25 for each transfer in
excess of 12 per Certificate Year but currently does not do so.
Premium taxes will be charged against the Certificate Value. Currently such
premium taxes range from 0% to 5.0%. (See "Deductions for Premium Taxes" on
Page 10.)
There are no federal income taxes on increases in the value of a
Certificate until a distribution occurs, in the form of a lump sum payment,
annuity payments, or the making of a gift or assignment of the Certificate.
A federal penalty tax (currently 10%) may also apply. (See "Tax Status" on
Page 15.)
The Certificate allows the Certificate Owner to revoke the Certificate
generally within 10 days of delivery (see "Right to Revoke" on Page 11).
For most states, Keyport will refund the Certificate Value as of the date
the returned Certificate is received by Keyport, plus any distribution
charges previously deducted. The Certificate Owner thus will bear the
investment risk during the revocation period. In other states, Keyport will
return Purchase Payments.
CONDENSED FINANCIAL INFORMATION
Accumulation Unit Values*
Accumulation Accumulation Number of
Unit Value Unit Value Accumulation
Beginning End Units End
Sub-Account of Year** of Year of Year
Year
MNMGP 10.104 11.350 0
1997
10.000 10.104 0
1996
Available in 1996 and 1997 but no accumulation units were purchased
MNGP 10.244 12.171 0
1997
10.000 10.244 0
1996
Available in 1996 and 1997 but no accumulation units were purchased
MNMHP 10.434 12.861 0
1997
10.000 10.434 0
1996
Available in 1996 and 1997 but no accumulation units were purchased
MNSCP 10.714 12.089 245
1997
10.000 10.714 246
1996
MNEP 10.554 12.774 239
1997
10.000 10.554 241
1996
MNBP 9.934 10.871 0
1997
10.000 9.934 0
1996
Available in 1996 and 1997 but no accumulation units were purchased
SRMMF 10.073 10.556 0
1997
10.000 10.073 0
1996
Available in 1996 and 1997 but no accumulation units were purchased
* Accumulation Unit Values are rounded to the nearest tenth of a cent and
numbers of accumulation units are rounded to the nearest whole number.
** Each $10.000 value is as of November 4, 1996, which is the date the Fund
Sub-Account first became available.
The full financial statements for the Variable Account and Keyport are in
the Statement of Additional Information.
PERFORMANCE INFORMATION
The Variable Account may from time to time advertise certain performance
information concerning its various Sub-Accounts.
Performance information is not intended to indicate either past performance
under an actual Certificate or future performance.
The Sub-Accounts may advertise total return information for various periods
of time. Total return performance information is based on the overall
percentage change in value of a hypothetical investment in the specific Sub-
Account over a given period of time.
Average annual total return information shows the average percentage change
in the value of an investment in the Sub-Account from the beginning date of
the measuring period to the end of that period. This standardized version
of average annual total return reflects all historical investment results,
less all charges and deductions applied against the Sub-Account and a
Certificate. Average total return does not take into account any premium
taxes and would be lower if these taxes were included.
In order to calculate average annual total return, Keyport divides the
change in value of a Sub-Account under a Certificate surrendered on a
particular date by a hypothetical $1,000 investment in the Sub-Account made
by the Certificate Owner at the beginning of the period illustrated. The
resulting total rate for the period is then annualized to obtain the
average annual percentage change during the period. Annualization assumes
that the application of a single rate of return each year during the period
will produce the ending value, taking into account the effect of
compounding.
The Sub-Accounts may present additional total return information computed
on a different basis.
The Sub-Accounts may present total return information calculated by
dividing the change in a Sub-Account's Accumulation Unit value over a
specified time period by the Accumulation Unit value of that Sub-Account at
the beginning of the period. This computation results in a 12-month change
rate or, for longer periods, a total rate for the period which Keyport
annualizes in order to obtain the average annual percentage change in the
Accumulation Unit value for that period. The change percentages do not take
into account the Certificate Maintenance Charge and premium tax charges.
The percentages would be lower if these charges were included.
The SRMMF Sub-Account is a money market Sub-Account that also may advertise
yield and effective yield information. The yield of the Sub-Account refers
to the income generated by an investment in the Sub-Account over a
specifically identified 7-day period. This income is annualized by assuming
that the amount of income generated by the investment during that week is
generated each week over a 52-week period and is shown as a percentage. The
yield reflects the deduction of all charges assessed against the Sub-
Account and a Certificate but does not take into account premium tax
charges. The yield would be lower if these charges were included.
The effective yield of the SRMMF Sub-Account is calculated in a similar
manner but, when annualizing such yield, income earned by the Sub-Account
is assumed to be reinvested. This compounding effect causes effective yield
to be higher than yield.
KEYPORT AND THE VARIABLE ACCOUNT
Keyport Life Insurance Company was incorporated in Rhode Island in 1957 as
a stock life insurance company. Its executive and administrative offices
are at 125 High Street, Boston, Massachusetts 02110. Its home office is at
695 George Washington Highway, Lincoln, Rhode Island 02865.
Keyport writes individual and group annuity contracts on a non-
participating basis. Keyport is licensed to do business in all states
except New York and is also licensed in the District of Columbia and the
Virgin Islands. Keyport has been rated A+ (Superior) by A.M. Best and
Company, independent analysts of the insurance industry. Keyport has been
rated A+ each year since 1976, the first year Keyport was subject to Best's
alphabetic rating system. Standard & Poor's ("S&P") has rated Keyport AA
for excellent financial security, Moody's has rated Keyport A1 for good
financial strength and Duff & Phelps has rated Keyport AA- for very high
claims paying ability. The Best's A+ rating is in the highest rating
category, which also includes A++. S&P and Duff & Phelps have one rating
category above AA and Moody's has two rating categories above A. Within the
S&P AA category, only AA+ is higher. The Moody's "1" modifier signifies
that Keyport is in the higher end of the A category while the Duff & Phelps
"-" modifier signifies that Keyport is at the lower end of the AA category.
These ratings merely reflect the opinion of the rating company as to the
relative financial strength of Keyport and Keyport's ability to meet its
contractual obligations to its policyholders. Even though assets in the
Variable Account are held separately from Keyport's other assets, ratings
of Keyport may still be relevant to Certificate Owners since not all of
Keyport's contractual obligations relate to payments based on those
segregated assets (e.g., see "Death Provisions" for Keyport's obligation
after certain deaths to increase the Certificate Value if it is less than
the Death Benefit Amount or otherwise enhance the death benefit with
interest).
Keyport is a member of the Insurance Marketplace Standards Association
("IMSA"), and as such may use the IMSA logo and membership in IMSA in
advertisements. Being a member means that Keyport has chosen to participate
in IMSA's Life Insurance Ethical Market Conduct Program.
Keyport is one of the Liberty Financial Companies. Keyport is ultimately
controlled by Liberty Mutual Insurance Company of Boston, Massachusetts, a
multi-line insurance company.
The Variable Account was established by Keyport pursuant to the provisions
of Rhode Island Law on January 30, 1996. The Variable Account meets the
definition of "separate account" under the federal securities laws. The
Variable Account is registered with the Securities and Exchange Commission
as a unit investment trust under the Investment Company Act of 1940. Such
registration does not involve supervision of the management of the Variable
Account or Keyport by the Securities and Exchange Commission.
Obligations under the Certificates are the obligations of Keyport. Although
the assets of the Variable Account are the property of Keyport, these
assets are held separately from the other assets of Keyport and are not
chargeable with liabilities arising out of any other business Keyport may
conduct. Income, capital gains and/or capital losses, whether or not
realized, from assets allocated to the Variable Account are credited to or
charged against the Variable Account without regard to the income, capital
gains, and/or capital losses arising out of any other business Keyport may
conduct. Thus, Keyport does not guarantee the investment performance of the
Variable Account. The Variable Account Value and the amount of variable
annuity payments will vary with the investment performance of the
investments in the Variable Account.
YEAR 2000 MATTERS
Many existing computer programs use only two digits to identify a year in
the date field. These programs were designed and developed without
considering the impact of the upcoming change in the century. If not
corrected, many computer applications could fail or create erroneous
results by or at the year 2000. This potential problem has become known as
the "Year 2000 issue". The Year 2000 issue affects virtually all companies
and organizations.
Computer applications which are affected by the Year 2000 issue could
impact Keyport's business functions in various ways, ranging from a
complete inability to perform critical business functions to a loss of
productivity in varying degrees. Likewise, the failure of some computer
applications could have no impact on critical business functions.
Keyport is assessing and addressing the Year 2000 issue by implementing a
four-step plan. The first two steps involve inventorying all the computer
applications which support Keyport's business functions and prioritizing
computer applications which are affected by the Year 2000 issue based upon
the degree of impact each has on the functioning of Keyport's business
units. The first two steps of the plan are substantially complete.
The final two steps of the four-step plan involve remediation of affected
computer applications (i.e., repairing or replacing programs, including
those which interface with third-party computer applications that have
unremediated Year 2000 issues, and appropriate testing) and reinstallation
of computer applications. For computer applications which are "mission
critical" (i.e., their failure would result in the complete inability to
perform critical business functions), Keyport expects to complete the final
two steps of the plan by December 31, 1998. Remediation and reinstallation
of non-critical computer applications is scheduled to be completed by
December 31, 1999.
Keyport believes that the Year 2000 issue could have a material impact on
Keyport's operations if the four-step plan is not timely implemented.
However, based upon the progress that is being made, Keyport believes that
the timetable for implementing the plan will be met and that the Year 2000
issue will not pose significant operational problems for its computer
systems.
Keyport does not expect that the cost of addressing the Year 2000 issue
will be material to its financial condition or its results of operations.
PURCHASE PAYMENTS AND APPLICATIONS
The initial Purchase Payment is due on the Certificate Date. The minimum
initial Purchase Payment is $5,000 and $2,000 for individual retirement
annuities. Additional Purchase Payments can be made at the Certificate
Owner's option. Each subsequent Purchase Payment must be at least $1,000 or
such lesser amount as Keyport may permit from time to time. Keyport may
reject any Purchase Payment.
If the application for a Certificate is in good order and it calls for
amounts to be allocated to the Variable Account, Keyport will apply the
initial Purchase Payment to the Variable Account and credit the Certificate
with Accumulation Units within two business days of receipt. If the
application for a Certificate is not in good order, Keyport will attempt to
get it in good order within five business days. If it is not complete at
the end of this period, Keyport will inform the applicant of the reason for
the delay and that the Purchase Payment will be returned immediately unless
the applicant specifically consents to Keyport's keeping the Purchase
Payment until the application is complete. Once the application is
complete, the Purchase Payment will be applied within two business days of
its completion. Keyport has reserved the right to reject any application.
Keyport confirms, in writing, to the Certificate Owner the allocation of
all Purchase Payments and the re-allocation of values after any requested
transfer. Keyport must be notified immediately by the Certificate Owner of
any processing error.
Keyport will permit others to act on behalf of an applicant in certain
instances, including the following two examples. First, Keyport will accept
an application for a Certificate that contains a signature signed under a
power of attorney if a copy of that power of attorney is submitted with the
application. Second, Keyport will issue a Certificate is replacing an
existing life insurance or annuity policy that was issued by Keyport or an
affiliated company, without having previously received a signed application
from the applicant. Certain dealers or other authorized persons such as
employers and Qualified Plan fiduciaries will inform Keyport of an
applicant's answers to the questions in the application by telephone or by
order ticket and cause the initial Purchase Payment to be paid to Keyport.
If the information is in good order, Keyport will issue the Certificate
with a copy of an application completed with that information. The
Certificate will be delivered to the Certificate Owner with a letter from
Keyport that will give the Certificate Owner an opportunity to respond to
Keyport if any of the application information is incorrect. Alternatively,
Keyport's letter may request the Certificate Owner to confirm the
correctness of the information by signing either a copy of the application
or a Certificate delivery receipt that ratifies the application in all
respects (in either case, a copy of the signed document would be returned
to Keyport for its permanent records). All purchases are confirmed, in
writing, to the applicant by Keyport. Keyport's liability under a
Certificate extends only to amounts so confirmed.
INVESTMENTS OF THE VARIABLE ACCOUNT
Allocations of Purchase Payments
Purchase Payments applied to the Variable Account will be invested in one
or more of the Eligible Fund Sub-Accounts designated as permissible
investments in accordance with the selection made by the Certificate Owner
in the application. Any selection must specify the percentage of the
Purchase Payment that is allocated to each Sub-Account. The percentage for
each Sub-Account, if not zero, must be at least 10% and must be a whole
number. A Certificate Owner may change the allocation percentages without
fee, penalty or other charge. Allocation changes must be made by Written
Request unless the Certificate Owner has by Written Request authorized
Keyport to accept telephone allocation instructions from the Certificate
Owner or from a person acting for the Certificate Owner as an attorney-in-
fact under a power of attorney. By authorizing Keyport to accept telephone
changes, a Certificate Owner agrees to accept and be bound by the
conditions and procedures established by Keyport from time to time. The
current conditions and procedures are in Appendix A and Certificate Owners
authorizing telephone allocation instructions will be notified, in advance,
of any changes.
The Variable Account is segmented into Sub-Accounts. Each Sub-Account
contains the shares of one of the Eligible Funds and such shares are
purchased at net asset value. Eligible Funds and Sub-Accounts may be added
or withdrawn as permitted by applicable law. The Sub-Accounts in the
Variable Account and the corresponding Eligible Funds currently are as
follows:
Eligible Funds of Manning & Napier Insurance Fund Sub-Accounts
Manning & Napier Moderate Growth Portfolio ("MNMGP") MNMGP Sub-Account
Manning & Napier Growth Portfolio ("MNGP") MNGP Sub-Account
Manning & Napier Maximum Horizon Portfolio ("MNMHP") MNMHP Sub-Account
Manning & Napier Small Cap Portfolio ("MNSCP") MNSCP Sub-Account
Manning & Napier Equity Portfolio ("MNEP") MNEP Sub-Account
Manning & Napier Bond Portfolio ("MNBP") MNBP Sub-Account
Eligible Fund of SteinRoe Trust Sub-Account
Stein Roe Money Market Fund, Variable Series ("SRMMF") SRMMF Sub-Account
(formerly named Cash Income Fund)
Eligible Funds
The Eligible Funds which are the permissible investments of the Variable
Account are the separate funds of Manning & Napier Insurance Fund, the
separate funds of SteinRoe Trust, and any other mutual funds with which
Keyport and the Variable Account may enter into a participation agreement
for the purpose of making such mutual funds available as Eligible Funds
under certain Certificates.
Manning & Napier Insurance Fund is an open-end management investment
company that offers separate series (Portfolios). Manning & Napier
Advisors, Inc. ("Manning & Napier Advisors"), 1100 Chase Square, Rochester,
New York 14604, acts as Manning & Napier Insurance Fund's investment
adviser. Mr. William Manning controls the Advisor by virtue of his
ownership of the securities of the Advisor. Manning & Napier Advisors also
is generally responsible for supervision of the overall business affairs of
Manning & Napier Insurance Fund, including supervision of service providers
to the Fund and direction of Manning & Napier Advisors' directors, officers
or employees who may be elected as officers of Manning & Napier Insurance
Fund to serve as such.
Stein Roe & Farnham Incorporated ("Stein Roe"), One South Wacker Drive,
Chicago, Illinois 60606, is the investment adviser for the Eligible Fund of
SteinRoe Trust. In 1986, Stein Roe was organized and succeeded to the
business of Stein Roe & Farnham, a partnership. Stein Roe is an affiliate
of Keyport. Stein Roe and its predecessor have provided investment advisory
and administrative services since 1932.
The investment objectives of the Eligible Funds are briefly described
below. More detailed information, including investor considerations related
to the risks of investing in a particular Eligible Fund, may be found in
the current prospectus for that Fund. An investor should read that
prospectus carefully before selecting a Sub-Account that invests in an
Eligible Fund. The prospectus is available, at no charge, from a
salesperson or by writing Keyport at the address shown on Page 1 or by
calling (800) 437-4466. The Prospectus may also be obtained by writing
Manning & Napier Insurance Fund, Inc. at P.O. Box 40610, Rochester, New
York 14604, or calling (800) 466-3863.
Eligible Funds of Manning & Napier Insurance
Fund and Variable Account Sub-Accounts Investment Objective
Manning & Napier Moderate Growth Portfolio
(MNMGP Sub-Account) Seeks with equal emphasis
long-term growth and
preservation of capital.
Manning & Napier Growth Portfolio
(MNGP Sub-Account) Seeks long-term growth of
capital. The secondary
objective is the
preservation of capital.
Manning & Napier Maximum Horizon Portfolio
(MNMHP Sub-Account) Seeks to achieve the high
level of long-term
capital growth typically
associated with the stock
market.
Manning & Napier Small Cap Portfolio
(MNSCP Sub-Account) Seeks to achieve long-
term growth of capital by
investing principally in
the equity securities of
small issuers.
Manning & Napier Equity Portfolio
(MNEP Sub-Account) Seeks long-term growth of
capital.
Manning & Napier Bond Portfolio
(MNBP Sub-Account) Seeks to maximize total
return in the form of
both income and capital
appreciation by investing
in fixed income
securities without regard
to maturity.
Eligible Fund of SteinRoe Trust and
Variable Account Sub-Account Investment Objective
Stein Roe Money Market Fund, Variable Series Seeks to provide high
(SRMMF Sub-Account)(formerly named Cash current income from
Income Fund) short-term money market
instruments while
emphasizing preservation
of capital and
maintaining excellent
liquidity.
There is no assurance that the Eligible Funds will achieve their stated
objectives.
The Manning & Napier Insurance Fund and SteinRoe Trust are funding vehicles
for variable annuity contracts and variable life insurance policies offered
by separate accounts of Keyport and of insurance companies affiliated and
unaffiliated with Keyport. The risks involved in this "mixed and shared
funding" are disclosed in the Manning & Napier Insurance Fund and in the
SteinRoe Trust prospectuses under the captions "Sales And Redemptions" and
"The Trust", respectively.
Transfer of Variable Account Value
Certificate Owners may transfer Variable Account Value from one Sub-Account
to another Sub-Account.
The Certificate allows Keyport to charge a transfer fee and to limit the
number of transfers that can be made in a specified time period.
Certificate Owners should be aware that transfer limitations may prevent a
Certificate Owner from making a transfer on the date he or she wants to,
with the result that the Certificate Owner's future Certificate Value may
be lower than it would have been had the transfer been made on the desired
date.
Currently, Keyport has no limit on the number or frequency of transfers and
it is not charging a transfer fee. For transfers under different
Certificates that are being requested under powers of attorney with a
common attorney-in-fact or that are, in Keyport's determination, based on
the recommendation of a common investment adviser or broker/dealer, there
is a transfer limitation of one transfer every 30 days or such other time
period as Keyport may permit.
Keyport is also limiting each transfer to a maximum of $500,000 or such
greater amount as Keyport may permit. All transfers requested for a
Certificate on the same day will be treated as a single transfer and the
total combined transfer amount will be subject to the $500,000 limitation.
If the $500,000 limitation is exceeded, no amount of the transfer will be
executed by Keyport.
In applying the $500,000 limitation, Keyport may treat as one transfer all
transfers requested by a Certificate Owner for multiple Certificates he or
she owns. If the $500,000 limitation is exceeded for multiple transfers
requested on the same day that are treated as a single transfer, no amount
of the transfer will be executed by Keyport.
In applying the $500,000 limitation to transfers requested by a common
attorney-in-fact or investment adviser, Keyport will treat as one transfer
all transfers requested under different Certificates that are being
requested under powers of attorney with a common attorney-in-fact or that
are, in Keyport's determination, based on the recommendation of a common
investment adviser or broker/dealer. If the $500,000 limitation is exceeded
for multiple transfers requested on the same day that are treated as a
single transfer, no amount of the transfer will be executed by Keyport. If
a transfer is executed under one Certificate and, within the next 30 days,
a transfer request for another Certificate is determined by Keyport to be
related to the executed transfer under this paragraph's rules, the transfer
request will not be executed by Keyport. In order for it to be executed, it
would need to be requested again after the 30 day period has expired and
it, along with any other transfer requests that are collectively treated as
a single transfer, would need to total less than $500,000.
Keyport's interest in applying these limitations is to protect the
interests of both Certificate Owners who are not engaging in significant
transfer activity and Certificate Owners who are engaging in such activity.
Keyport has determined that the actions of Certificate Owners engaging in
significant transfer activity among Sub-Accounts may cause an adverse
affect on the performance of the Eligible Fund for the Sub-Account
involved. The movement of Sub-Account values from one Sub-Account to
another may prevent the appropriate Eligible Fund from taking advantage of
investment opportunities because it must maintain a liquid position in
order to handle redemptions. Such movement may also cause a substantial
increase in Fund transaction costs which must be indirectly borne by
Certificate Owners.
Certificate Owners will be notified, in advance, of the imposition of any
transfer fee or of a change in the limitation on the number of transfers.
The fee will not exceed $25.
Transfers must be made by Written Request unless the Certificate Owner has
by Written Request authorized Keyport to accept telephone transfer requests
from the Certificate Owner or from a person acting for the Certificate
Owner as an attorney-in-fact under a power of attorney. By authorizing
Keyport to accept telephone transfer instructions, a Certificate Owner
agrees to accept and be bound by the conditions and procedures established
by Keyport from time to time. The current conditions and procedures are in
Appendix A and Certificate Owners authorizing telephone transfers will be
notified, in advance, of any changes. Written transfer requests may be made
by a person acting for the Certificate Owner as an attorney-in-fact under a
power of attorney.
Transfer requests received by Keyport before the close of trading on the
New York Stock Exchange (currently 4:00 PM Eastern Time) will be initiated
at the close of business that day. Any requests received later will be
initiated at the close of the next business day. Each request from a
Certificate Owner to transfer value will be executed by both redeeming and
acquiring Accumulation Units on the day Keyport initiates the transfer.
If 100% of any Sub-Account's value is transferred and the allocation
formula for Purchase Payments includes that Sub-Account, then the
allocation formula for future Purchase Payments will automatically change
unless the Certificate Owner instructs otherwise. For example, if the
allocation formula is 50% to Sub-Account A and 50% to Sub-Account B and all
of Sub-Account A's value is transferred to Sub-Account B, the allocation
formula will change to 100% to Sub-Account B unless the Certificate Owner
instructs otherwise.
Substitution of Eligible Funds and Other Variable Account Changes
If the shares of any of the Eligible Funds should no longer be available
for investment by the Variable Account or if in the judgment of Keyport's
management further investment in such fund shares should become
inappropriate in view of the purpose of the Certificate, Keyport may add or
substitute shares of another Eligible Fund or of another mutual fund for
Eligible Fund shares already purchased under the Certificate. No
substitution of Fund shares in any Sub-Account may take place without prior
approval of the Securities and Exchange Commission and notice to
Certificate Owners, to the extent required by the Investment Company Act of
1940.
Keyport has also reserved the right, subject to compliance with the law as
currently applicable or subsequently changed: (a) to operate the Variable
Account in any form permitted under the Investment Company Act of 1940 or
in any other form permitted by law; (b) to take any action necessary to
comply with or obtain and continue any exemptions from the Investment
Company Act of 1940 or to comply with any other applicable law; (c) to
transfer any assets in any Sub-Account to another Sub-Account, or to one or
more separate investment accounts, or to Keyport's general account; or to
add, combine or remove Sub-Accounts in the Variable Account; and (d) to
change the way Keyport assesses charges, so long as the aggregate amount is
not increased beyond that currently charged to the Variable Account and the
Eligible Funds in connection with the Certificates.
DEDUCTIONS
Deductions for Certificate Maintenance Charge
Keyport has responsibility for all administration of the Certificates and
the Variable Account. This administration includes, but is not limited to,
preparation of the Certificates, maintenance of Certificate Owners'
records, and all accounting, valuation, regulatory and reporting
requirements. Keyport makes a Certificate Maintenance Charge for such
services during the accumulation and annuity payment periods. At the
present time the Certificate Maintenance Charge is $35 per Certificate
Year. PRIOR TO THE INCOME DATE THE CERTIFICATE MAINTENANCE CHARGE IS NOT
GUARANTEED AND MAY BE CHANGED BY KEYPORT.
Prior to the Income Date, the full amount of the charge will be deducted
from the Variable Account Value on each Certificate Anniversary and on the
date of any total surrender not falling on the Certificate Anniversary. On
the Income Date, a pro-rata portion of the charge due on the next
Certificate Anniversary will be deducted from the Variable Account Value.
This pro-rata charge covers the period from the prior Certificate
Anniversary to the Income Date. For example, if the Income Date occurs 73
days after that prior anniversary, then one-fifth (i.e., 73 days/365 days)
of the annual charge would be deducted on the Income Date. The charge will
be deducted from each Sub-Account in the proportion that the value of each
bears to the Variable Account Value.
Once annuity payments begin on the Income Date or once they begin after
surrender benefits are applied under a settlement option, the yearly cost
of the Certificate Maintenance Charge for a payee's annuity will be the
same as the yearly amount in effect immediately before the annuity payments
begin. Keyport may not later change the amount of the Certificate
Maintenance Charge deducted from the annuity payments. The charge will be
deducted on a pro-rata basis from each annuity payment. For example, if
annuity payments are monthly, then one-twelfth of the annual charge will be
deducted from each payment.
Deductions for Mortality and Expense Risk Charge
Although variable annuity payments made to Annuitants will vary in
accordance with the investment performance of the investments of the
Variable Account, they will not be affected by the mortality experience
(death rate) of persons receiving such payments or of the general
population. Keyport guarantees the Death Benefits described below (see
"Death Benefits"). Keyport assumes an expense risk since the Certificate
Maintenance Charge after the Income Date will stay the same and not be
affected by variations in expenses.
To compensate it for assuming these mortality and expense risks, for each
Valuation Period Keyport deducts from each Sub-Account a Mortality and
Expense Risk Charge equal on an annual basis to .35% of the average daily
net asset value of the Sub-Account. The charge is deducted during both the
accumulation and annuity periods (i.e., both before and after the Income
Date). Less than the full charge will be deducted from Sub-Account values
attributable to Certificates issued to employees of Keyport and other
persons specified in "Sales of the Certificates".
Deductions for Transfers of Variable Account Value
The Certificate allows Keyport to charge a transfer fee. Currently no fee
is being charged. Certificate Owners will be notified, in advance, of the
imposition of any fee. The fee will not exceed $25.
Deductions for Premium Taxes
Keyport deducts the amount of any premium taxes levied by any state or
governmental entity when paid unless Keyport elects to defer such
deduction. It is not possible to describe precisely the amount of premium
tax payable on any transaction involving the Certificate offered hereby.
Such premium taxes depend, among other things, on the type of Certificate
(Qualified or Non-Qualified), on the state of residence of the Certificate
Owner, the state of residence of the Annuitant, the status of Keyport
within such states, and the insurance tax laws of such states. Currently
such premium taxes range from 0% to 5.0% of either total Purchase Payments
or Certificate Value.
Deductions for Income Taxes
Keyport will deduct from any amount payable under the Certificate any
income taxes that a governmental authority requires Keyport to withhold
with respect to that amount. See "Income Tax Withholding".
Total Variable Account Expenses
Total Variable Account expenses in relation to the Certificate will be the
Certificate Maintenance Charge and the Mortality and Expense Risk Charge.
The value of the assets in the Variable Account will reflect the value of
Eligible Fund shares and therefore the deductions from and expenses paid
out of the assets of the Eligible Funds. These deductions and expenses are
described in the Eligible Fund prospectus.
OTHER SERVICES
The Program. Keyport offers the following investment related program which
is available only prior to the Income Date: Systematic Withdrawal Program.
This Program has its own requirements, as discussed below. Keyport reserves
the right to terminate the Program.
If the Certificate Owner has submitted the required telephone authorization
form, certain changes may be made by telephone. The current conditions and
procedures are described in Appendix A.
Systematic Withdrawal Program. To the extent permitted by law, Keyport will
make monthly, quarterly, semi-annually or annual distributions of a
predetermined dollar amount to a Certificate Owner that has enrolled in the
Systematic Withdrawal Program. Under the Program, all distributions will be
made directly to the Certificate Owner and will be treated for federal tax
purposes as any other withdrawal or distribution of Certificate Value. (See
"Tax Status".) A Certificate Owner may specify the amount of each partial
withdrawal, subject to a minimum of $100.
Unless the Certificate Owner specifies the Sub-Account or Sub-Accounts from
which withdrawals of Certificate Value shall be made or if the amount in a
specified Sub-Account is less than the predetermined amount, Keyport will
make withdrawals under the Program from the Sub-Accounts in amounts
proportionate to the amounts in the Sub-Accounts. All withdrawals under the
Program will be effected by canceling the number of Accumulation Units
equal in value to the amount to be distributed to the Certificate Owner.
THE CERTIFICATES
Variable Account Value
The Variable Account Value for a Certificate is the sum of the value of
each Sub-Account to which values are allocated under a Certificate. The
value of each Sub-Account is determined at any time by multiplying the
number of Accumulation Units attributable to that Sub-Account by the
Accumulation Unit value for that Sub-Account at the time of determination.
The Accumulation Unit value is an accounting unit of measure used to
determine the change in an Accumulation Unit's value from Valuation Period
to Valuation Period.
Each Purchase Payment that is made results in additional Accumulation Units
being credited to the Certificate and the appropriate Sub-Account
thereunder. The number of additional units for any Sub-Account will equal
the amount allocated to that Sub-Account divided by the Accumulation Unit
value for that Sub-Account at the time of investment.
Valuation Periods
The Variable Account is valued each Valuation Period using the net asset
value of the Eligible Fund shares. A Valuation Period is the period
commencing at the close of trading on the New York Stock Exchange on each
Valuation Date and ending at the close of trading for the next succeeding
Valuation Date. A Valuation Date is each day that the New York Stock
Exchange is open for business. The New York Stock Exchange is currently
closed on weekends, New Year's Day, Martin Luther King, Jr. Day,
Presidents' Day, Good Friday, Memorial Day, Independence Day, Labor Day,
Thanksgiving Day and Christmas Day.
Net Investment Factor
The Variable Account Value will fluctuate in accordance with the investment
results of the underlying Eligible Funds. In order to determine how these
fluctuations affect value, Keyport utilizes an Accumulation Unit value.
Each Sub-Account has its own Accumulation Units and value per Unit. The
Unit value applicable during any Valuation Period is determined at the end
of that period.
When Keyport first purchased Eligible Fund shares on behalf of the Variable
Account, Keyport valued each Accumulation Unit at a specified dollar
amount. The Unit value for each Sub-Account in any Valuation Period
thereafter is determined by multiplying the value for the prior period by a
net investment factor. This factor may be greater or less than 1.0;
therefore, the Accumulation Unit may increase or decrease from Valuation
Period to Valuation Period. Keyport calculates a net investment factor for
each Sub-Account by dividing (a) by (b) and then subtracting (c) (i.e.,
(a/b) - c), where:
(a) is equal to:
(i) the net asset value per share of the Eligible Fund at the end of the
Valuation Period; plus
(ii) the per share amount of any distribution made by the Eligible Fund if
the "ex-dividend" date occurs during that same Valuation Period.
(b) is the net asset value per share of the Eligible Fund at the end of
the prior Valuation Period.
(c) is equal to:
(i) the Valuation Period equivalent of the daily Mortality and Expense
risk Charge; plus
(ii) a charge factor, if any, for any tax provision established by Keyport
as a result of the operations of that Sub-Account.
Modification of the Certificate
Only Keyport's President or Secretary may agree to alter the Certificate or
waive any of its terms. Any changes must be made in writing and with the
Certificate Owner's consent, except as may be required by applicable law.
Right to Revoke
The Certificate Owner may return the Certificate within 10 days after he or
she receives it by delivering or mailing it to either Keyport's Office or
Manning & Napier Insurance Fund, Inc., P.O. Box 40610, Rochester, New York,
14604. The return of the Certificate by mail will be effective when the
postmark is affixed to a properly addressed and postage-prepaid envelope.
The returned Certificate will be treated as if Keyport never issued it and
Keyport will refund either the Certificate Value or Purchase Payments, as
required by state law.
For Certificates delivered in California to a Certificate Owner age 60 or
older, the Certificate Owner may return the Certificate to Keyport's
Office, Manning & Napier Insurance Fund's office, or to the agent from whom
the Certificate was purchased. If the Certificate is received at Keyport's
Office, Manning & Napier Insurance Fund's office or by the agent within 30
days after the Certificate Owner receives the Certificate, Keyport will
refund the Certificate Value.
DEATH PROVISIONS FOR NON-QUALIFIED CERTIFICATES
Death of Primary Owner, Joint Owner or Certain Non-Owner Annuitant. These
provisions apply if, before the Income Date while the Certificate is In
Force, the primary Certificate Owner or any joint Certificate Owner dies
(whether or not the decedent is also the Annuitant) or the Annuitant dies
under a Certificate with a non-natural Certificate Owner such as a trust.
The Designated Beneficiary will control the Certificate after such a death.
If the decedent's surviving spouse (if any) is the sole Designated
Beneficiary, the surviving spouse will automatically become the new sole
primary Certificate Owner as of the decedent's date of the death. And, if
the Annuitant is the decedent, the new Annuitant will be any living
contingent annuitant, otherwise the surviving spouse. The Certificate may
continue until another death occurs (i.e., until the death of the
Annuitant, primary Certificate Owner or joint Certificate Owner). Except
for this paragraph, all "Death Provisions" will apply to that subsequent
death.
In all other cases, the Certificate can continue up to five years from the
date of death. During this period, the Designated Beneficiary may exercise
all ownership rights, including the right to make transfers or partial
surrenders or the right to totally surrender the Certificate for its
Surrender Value. If the Certificate is still in effect at the end of the
five-year period, Keyport will automatically end it then by paying the
Certificate Value to the Designated Beneficiary. If the Designated
Beneficiary is not alive then, Keyport will pay any person(s) named by the
Designated Beneficiary in a Written Request; otherwise the Designated
Beneficiary's estate.
The Covered Person under this paragraph shall be the primary Certificate
Owner or, if there is a non-natural Certificate Owner such as a trust, the
Annuitant shall be the Covered Person. If the Covered Person dies, the
Certificate Value will be increased, as provided below, if it is less than
the Death Benefit Amount ("DBA"). The DBA is:
The DBA at issue is the initial Purchase Payment. Thereafter, it is the
prior death benefit plus any additional Purchase Payments, less any partial
withdrawals, including any applicable surrender charge.
When Keyport receives due proof of the Covered Person's death, Keyport will
compare, as of the date of death, the Certificate Value to the DBA. If the
Certificate Value was less than the DBA, Keyport will increase the current
Certificate Value by the amount of the difference. Note that while the
amount of the difference is determined as of the date of death, that amount
is not added to the Certificate Value until Keyport receives due proof of
death. The amount to be credited will be allocated to the Variable Account
based on the Purchase Payment allocation selection that is in effect when
Keyport receives due proof of death. If the Certificate is not surrendered,
it will continue for the time period specified above.
Payment of Benefits. Instead of receiving a lump sum, the Certificate Owner
or any Designated Beneficiary may direct by Written Request that Keyport
pay any benefit of $5,000 or more under an annuity payment option that
meets the following: (a) the first payment to the Designated Beneficiary
must be made no later than one year after the date of death; (b) payments
must be made over the life of the Designated Beneficiary or over a period
not extending beyond that person's life expectancy; and (c) any payment
option that provides for payments to continue after the death of the
Designated Beneficiary will not allow the successor payee to extend the
period of time over which the remaining payments are to be made.
Death of Certain Non-Certificate Owner Annuitant. These provisions apply
if, before the Income Date while the Certificate is In Force, (a) the
Annuitant dies, (b) the Annuitant is not a Certificate Owner, and (c) the
Certificate Owner is a natural person. The Certificate will continue in
force after the Annuitant's death. The new Annuitant will be any living
contingent annuitant, otherwise the primary Certificate Owner. If the
Annuitant is the first to die of the Certificate's primary Certificate
Owner, Joint Certificate Owner and Annuitant, then the Annuitant is the
Covered Person and the Certificate Value will be increased, as provided
below, if it is less than the Death Benefit Amount ("DBA"), as defined
above. When Keyport receives due proof of the Annuitant's death, Keyport
will compare, as of the date of death, the Certificate Value to the DBA.
If the Certificate Value was less than the DBA, Keyport will increase the
current Certificate Value by the amount of the difference. Note that while
the amount of the difference is determined as of the date of death, that
amount is not added to the Certificate Value until Keyport receives due
proof of death. The amount to be credited will be allocated to the Variable
Account based on the Purchase Payment allocation selection that is in
effect when Keyport receives due proof of death.
DEATH PROVISIONS FOR QUALIFIED CERTIFICATES
Death of Annuitant. If the Annuitant dies before the Income Date while the
Certificate is In Force, the Designated Beneficiary will control the
Certificate after such a death. The Certificate Value will be increased, as
provided below, if it is less than the Death Benefit Amount ("DBA") as
defined above. When Keyport receives due proof of the Annuitant's death,
Keyport will compare, as of the date of death, the Certificate Value to the
DBA. If the Certificate Value was less than the DBA, Keyport will increase
the current Certificate Value by the amount of the difference. Note that
while the amount of the difference is determined as of the date of death,
that amount is not added to the Certificate Value until Keyport receives
due proof of death. The amount to be credited will be allocated to the
Variable Account based on the Purchase Payment allocation selection that is
in effect when Keyport receives due proof of death.
If the Certificate is not surrendered, it may continue for the time period
permitted by the Internal Revenue Code provisions applicable to the
particular Qualified Plan. During this period, the Designated Beneficiary
may exercise all ownership rights, including the right to make transfers or
partial withdrawals or the right to totally surrender the Certificate for
its Certificate Withdrawal Value. If the Certificate is still in effect at
the end of the period, Keyport will automatically end it then by paying the
Certificate Withdrawal Value to the Designated Beneficiary. If the
Designated Beneficiary is not alive then, Keyport will pay any person(s)
named by the Designated Beneficiary in a Written Request; otherwise the
Designated Beneficiary's estate.
Payment of Benefits. Instead of receiving a lump sum, the Certificate Owner
or any Designated Beneficiary may direct by Written Request that Keyport
pay any benefit of $5,000 or more under an annuity payment option that
meets the following: (a) the first payment to the Designated Beneficiary
must be made no later than one year after the date of death; (b) payments
must be made over the life of the Designated Beneficiary or over a period
not extending beyond that person's life expectancy; and (c) any payment
option that provides for payments to continue after the death of the
Designated Beneficiary will not allow the successor payee to extend the
period of time over which the remaining payments are to be made.
CERTIFICATE OWNERSHIP
The Certificate Owner shall be the person designated in the application.
The Certificate Owner may exercise all the rights of the Certificate. Joint
Certificate Owners are permitted but not contingent Certificate Owners.
The Certificate Owner may by Written Request change the Certificate Owner,
primary beneficiary, contingent beneficiary or contingent annuitant. An
irrevocably-named person may be changed only with the written consent of
such person.
Because a change of Certificate Owner by means of a gift (i.e., a transfer
without full and adequate consideration) may be a taxable event, a
Certificate Owner should consult a competent tax adviser as to the tax
consequences resulting from such a transfer.
Any Qualified Certificate may have limitations on transfer of ownership. A
Certificate Owner should consult the Plan Administrator and a competent tax
adviser as to the tax consequences resulting from such a transfer.
ASSIGNMENT
The Certificate Owner may assign the Certificate at any time. A copy of any
assignment must be filed with Keyport. The Certificate Owner's rights and
those of any revocably-named person will be subject to the assignment. Any
Qualified Certificate may have limitations on assignability.
Because an assignment may be a taxable event, a Certificate Owner should
consult a competent tax adviser as to the tax consequences resulting from
any such assignment.
PARTIAL WITHDRAWALS AND SURRENDER
The Certificate Owner may make partial withdrawals from the Certificate.
Keyport must receive a Written Request and the minimum amount to be
withdrawn must be at least $300 or such lesser amount as Keyport may permit
in conjunction with a Systematic Withdrawal Program. If the Certificate
Value after a partial withdrawal would be below $2,500, Keyport will treat
the request as a withdrawal of only the excess amount over $2,500. Unless
the request specifies otherwise, the total amount withdrawn will be
deducted from all Sub-Accounts of the Variable Account in the ratio that
the value in each Sub-Account bears to the total Variable Account Value.
The Certificate Owner may totally surrender the Certificate by making a
Written Request. Surrendering the Certificate will end it. Upon surrender,
the Certificate Owner will receive the Certificate Withdrawal Value.
Keyport will pay the amount of any surrender within seven days of receipt
of such request. Alternatively, the Certificate Owner may purchase for
himself or herself an annuity option with any surrender benefit of at least
$5,000. Keyport's consent is needed to choose an option if the Certificate
Owner is not a natural person.
Annuity options based on life contingencies cannot be surrendered after
annuity payments have begun. Option A, which is not based on life
contingencies, may be surrendered if a variable payout has been selected.
Because of the potential tax consequences of a full or partial surrender, a
Certificate Owner should consult a competent tax adviser regarding a
surrender.
ANNUITY PROVISIONS
Annuity Benefits
If the Annuitant is alive on the Income Date and the Certificate is In
Force, payments will begin under the annuity option or options the
Certificate Owner has chosen. The amount of the payments will be determined
by applying the Certificate Value (less any premium taxes not previously
deducted and less any applicable Certificate Maintenance Charge) on the
Income Date in accordance with the option selected.
Income Date and Annuity Option
The Certificate Owner may select an Income Date and Annuity Option at the
time of application. If the Certificate Owner does not select a Annuity
Option, Option B will automatically be designated. If the Certificate Owner
does not select an Income Date for the Annuitant, the Income Date will
automatically be the earlier of (i) the later of the Annuitant's 90th
birthday and the 10th Certificate Anniversary and (ii) any maximum
permitted under state law.
Change in Income Date and Annuity Option
The Certificate Owner may choose or change a Annuity Option or the Income
Date by making a Written Request to Keyport at least 30 days prior to the
Income Date. However, any Income Date must be: (a) for fixed annuity
options, not earlier than the first Certificate Anniversary; and (b) not
later than the earlier of (i) the later of the Annuitant's 90th birthday
and the 10th Certificate Anniversary and (ii) any maximum date permitted
under state law.
Annuity Options
The Annuity Options are:
Option A: Income for a Fixed Number of Years;
Option B: Life Income with 10 Years of Payments Guaranteed; and
Option C: Joint and Last Survivor Income.
Other options may be arranged by mutual consent. Each option is available
in two forms--as a variable annuity for use with the Variable Account and
as a fixed annuity for use with Keyport's general account. Variable annuity
payments will fluctuate while fixed annuity payments will not. The dollar
amount of each fixed annuity payment will be determined by deducting from
the Certificate Value any premium taxes not previously deducted and any
applicable Certificate Maintenance Charge and then dividing the remainder
by $1,000 and multiplying the result by the greater of: (a) the applicable
factor shown in the appropriate table in the Certificate; or (b) the factor
currently offered by Keyport at the time annuity payments begin. This
current factor may be based on the sex of the payee unless to do so would
be prohibited by law.
If no Annuity Option is selected, Option B will automatically be applied.
Unless the Certificate Owner chooses otherwise, Variable Account Value,
less any premium taxes not previously deducted and less any applicable
Certificate Maintenance Charge, will be applied a variable annuity Option.
Whether variable or fixed, the same Certificate Value applied to each
option will produce a different initial annuity payment as well as
different subsequent payments.
The payee is the person who will receive the sum payable under an annuity
option. Any annuity option that provides for payments to continue after the
death of the payee will not allow the successor payee to extend the period
of time over which the remaining payments are to be made.
If the amount available to apply under any variable or fixed option is less
than $5,000, Keyport has reserved the right to pay such amount in one sum
to the payee in lieu of the payment otherwise provided for.
Annuity payments will be made monthly unless quarterly, semi-annual or
annual payments are chosen by Written Request. However, if any payment
provided for would be or becomes less than $100, Keyport has the right to
reduce the frequency of payments to such an interval as will result in each
payment being at least $100.
Option A: Income For a Fixed Number of Years. Keyport will pay an annuity
for a chosen number of years, not fewer than 5 nor over 50 (a period of
years over 30 may be chosen only if it does not exceed the difference
between age 100 and the Annuitant's age on the date of the first payment).
Option A is referred to as Preferred Income Plan (PIP). At any time while
variable annuity payments are being made, the payee may elect to receive
the following amount: (a) the present value of the remaining payments,
commuted at the interest rate used to create the annuity factor for this
option (this interest rate is 6% per year (5% per year for Oregon and Texas
Certificates), unless 3% per year is chosen by Written Request at the time
the option is selected). Instead of receiving a lump sum, the payee may
elect another payment option. If, at the death of the payee, Option A
payments have been made for less than the chosen number of years:
(a) payments will be continued during the remainder of the period to the
successor payee; or
(b) that successor payee may elect to receive in a lump sum the present
value of the remaining payments, commuted at the interest rate used to
create the annuity factor for this option. For the variable annuity, this
interest rate is 6% per year (5% per year for Oregon and Texas
Certificates), unless 3% per year had been chosen by the payee at the time
the option was selected.
The Mortality and Expense Risk Charge is deducted during the Option A
payment period if a variable payout has been selected, but Keyport has no
mortality risk during this period.
Keyport has available a "level monthly" payment option that can be chosen
for variable payments under Option A. Under this option, the monthly
payment amount changes every twelve months instead of every month as would
be the case under the standard monthly payment frequency. The "level
monthly" option converts an annual payment amount into twelve equal monthly
payments as follows. Each annual payment will be determined as described
below in "Variable Annuity Payment Values". Each annual payment will then
be placed in Keyport's general account, from which it will be paid out in
twelve equal monthly payments. The sum of the twelve monthly payments will
exceed the annual payment amount because of an interest rate factor used by
Keyport that will vary from year to year. If the payments are commuted, (1)
the commutation method described above for calculating the present value of
remaining payments applies to any remaining annual payments and (2) any
unpaid monthly payments out of the current twelve will be commuted at the
interest rate that was used to determine those twelve current monthly
payments.
See "Annuity Payments" on Page 15 for the manner in which Option A may be
taxed.
Option B: Life Income with 10 Years of Payments Guaranteed. Keyport will
pay an annuity during the lifetime of the payee. If, at the death of the
payee, payments have been made for less than 10 years:
(a) payments will be continued during the remainder of the period to the
successor payee; or
(b) that successor payee may elect to receive in a lump sum the present
value of the remaining payments, commuted at the interest rate used to
create the annuity factor for this option. For the variable annuity, this
interest rate is 6% per year (5% per year for Oregon and Texas
Certificates), unless 3% per year had been chosen by the payee at the time
the option was selected.
The amount of the annuity payments will depend on the age of the payee on
the Income Date and it may also depend on the payee's sex.
Option C: Joint and Last Survivor Income. Keyport will pay an annuity for
as long as either the payee or a designated second natural person is alive.
The amount of the annuity payments will depend on the age of both persons
on the Income Date and it may also depend on each person's sex. IT IS
POSSIBLE UNDER THIS OPTION TO RECEIVE ONLY ONE ANNUITY PAYMENT IF BOTH
PAYEES DIE AFTER THE RECEIPT OF THE FIRST PAYMENT OR TO RECEIVE ONLY TWO
ANNUITY PAYMENTS IF BOTH PAYEES DIE AFTER RECEIPT OF THE SECOND PAYMENT AND
SO ON.
Variable Annuity Payment Values
The amount of the first variable annuity payment is determined by Keyport
using an annuity purchase rate that is based on an assumed annual
investment return of 6% per year (5% per year for Oregon and Texas
Certificates), unless 3% is chosen by Written Request. Subsequent variable
annuity payments will fluctuate in amount and reflect whether the actual
investment return of the selected Sub-Account(s) (after deducting the
Mortality and Expense Risk Charge) is better or worse than the assumed
investment return. The total dollar amount of each variable annuity payment
will be equal to: (a) the sum of all Sub-Account payments; less (b) the pro-
rata amount of the annual Certificate Maintenance Charge. Currently, a
payee can instruct Keyport to change the Sub-Account(s) used to determine
the amount of the variable annuity payments once every 6 months.
Proof of Age, Sex, and Survival of Annuitant
Keyport may require proof of age, sex or survival of any payee upon whose
age, sex or survival payments depend. If the age or sex has been misstated,
Keyport will compute the amount payable based on the correct age and sex.
If income payments have begun, any underpayments Keyport may have made will
be paid in full with the next annuity payment. Any overpayments, unless
repaid in one sum, will be deducted from future annuity payments until
Keyport is repaid in full.
SUSPENSION OF PAYMENTS
Keyport reserves the right to suspend or postpone any type of payment from
the Variable Account for any period when: (a) the New York Stock Exchange
is closed other than customary weekend or holiday closings; (b) trading on
the Exchange is restricted; (c) an emergency exists as a result of which it
is not reasonably practicable to dispose of securities held in the Variable
Account or determine their value; or (d) the Securities and Exchange
Commission permits delay for the protection of security holders. The
applicable rules and regulations of the Securities and Exchange Commission
shall govern as to whether the conditions described in (b) and (c) exist.
TAX STATUS
Introduction
The Certificate is designed for use by individuals in retirement plans
which may or may not be Qualified Plans under the provisions of the
Internal Revenue Code (the "Code"). The ultimate effect of federal income
taxes on the Certificate Value, on annuity payments, and on the economic
benefit to the Certificate Owner, Annuitant or Designated Beneficiary
depends on the type of retirement plan for which the Certificate is
purchased and upon the tax and employment status of the individual
concerned. The discussion contained herein is general in nature and is not
intended as tax advice. Each person concerned should consult a competent
tax adviser. No attempt is made to consider any applicable state or other
tax laws. Moreover, the discussion herein is based upon Keyport's
understanding of current federal income tax laws as they are currently
interpreted. No representation is made regarding the likelihood of
continuation of those current federal income tax laws or of the current
interpretations by the Internal Revenue Service.
Taxation of Annuities in General
Section 72 of the Code governs taxation of annuities in general. There are
no income taxes on increases in the value of a Certificate until a
distribution occurs, in the form of a full surrender, a partial surrender,
an assignment or gift of the Certificate, or annuity payments.
Surrenders, Assignments and Gifts. A Certificate Owner who fully surrenders
his or her Certificate is taxed on the portion of the payment that exceeds
his or her cost basis in the Certificate. For Non-Qualified Certificates,
the cost basis is generally the amount of the Purchase Payments made for
the Certificate and the taxable portion of the surrender payment is taxed
as ordinary income. For Qualified Certificates, the cost basis is generally
zero and the taxable portion of the surrender payment is generally taxed as
ordinary income subject to special 5-year income averaging. A Designated
Beneficiary receiving a lump sum surrender benefit after the death of the
Annuitant or Certificate Owner is taxed on the portion of the amount that
exceeds the Certificate Owner's cost basis in the Certificate. If the
Designated Beneficiary elects to receive annuity payments within 60 days of
the decedent's death, different tax rules apply. See "Annuity Payments"
below. For Non-Qualified Certificates, the tax treatment applicable to
Designated Beneficiaries may be contrasted with the income-tax-free
treatment applicable to persons inheriting and then selling mutual fund
shares with a date-of-death value in excess of their basis.
Partial withdrawals received under Non-Qualified Certificates prior to
annuitization are first included in gross income to the extent Certificate
Value exceeds Purchase Payments. Then, to the extent the Certificate Value
does not exceed Purchase Payments, such withdrawals are treated as a non-
taxable return of principal to the Certificate Owner. For partial
withdrawals under a Qualified Certificate, payments are treated first as a
non-taxable return of principal up to the cost basis and then a taxable
return of income. Since the cost basis of Qualified Certificates is
generally zero, partial surrender amounts will generally be fully taxed as
ordinary income.
A Certificate Owner who assigns or pledges a Non-Qualified Certificate is
treated as if he or she had received the amount assigned or pledged and
thus is subject to taxation under the rules applicable to partial
withdrawals or surrenders. A Certificate Owner who gives away the
Certificate (i.e., transfers it without full and adequate consideration) to
anyone other than his or her spouse is treated for income tax purposes as
if he or she had fully surrendered the Certificate.
A special computational rule applies if Keyport issues to the Certificate
Owner, during any calendar year, (a) two or more Certificates or (b) one or
more Certificates and one or more of Keyport's other annuity contracts.
Under this rule, the amount of any distribution includable in the
Certificate Owner's gross income is to be determined under Section 72(e) of
the Code by treating all the Keyport contracts as one contract. Keyport
believes that this means the amount of any distribution under one
Certificate will be includable in gross income to the extent that at the
time of distribution the sum of the values for all the Certificates or
contracts exceeds the sum of the cost bases for all the contracts.
Annuity Payments. The non-taxable portion of each variable annuity payment
is determined by dividing the cost basis of the Certificate by the total
number of expected payments while the non-taxable portion of each fixed
annuity payment is determined by an "exclusion ratio" formula which
establishes the ratio that the cost basis of the Certificate that is
allocated to fixed payments bears to the total expected value of annuity
payments for the term of the annuity. The remaining portion of each payment
is taxable. Such taxable portion is taxed at ordinary income rates. For
Qualified Certificates, the cost basis is generally zero. With annuity
payments based on life contingencies, the payments will become fully
taxable once the payee lives longer than the life expectancy used to
calculate the non-taxable portion of the prior payments. Because variable
annuity payments can increase over time and because certain payment options
provide for a lump sum right of commutation, it is possible that the IRS
could determine that variable annuity payments should not be taxed as
described above but instead should be taxed as if they were received under
an agreement to pay interest. This determination would result in a higher
amount (up to 100%) of certain payments being taxable.
With respect to the "level monthly" payment option available under
Settlement Option A, pursuant to which each annual payment is placed in
Keyport's general account and paid out with interest in twelve equal
monthly payments, it is possible the IRS could determine that receipt of
the first monthly payout of each annual payment is constructive receipt of
the entire annual payment. Thus, the total taxable amount for each annual
payment would be accelerated to the time of the first monthly payout and
reported in the tax year in which the first monthly payout is received.
Penalty Tax. Payments received by Certificate Owners, Annuitants, and
Designated Beneficiaries under Certificates may be subject to both ordinary
income taxes and a penalty tax equal to 10% of the amount received that is
includable in income. The penalty tax is not imposed on amounts received:
(a) after the taxpayer attains age 59-1/2; (b) in a series of substantially
equal payments made for life or life expectancy; (c) after the death of the
Certificate Owner (or, where the Certificate Owner is not a human being,
after the death of the Annuitant); (d) if the taxpayer becomes totally and
permanently disabled; or (e) under a Non-Qualified Certificate's annuity
payment option that provides for a series of substantially equal payments,
provided only one Purchase Payment is made to the Certificate, the
Certificate is not issued as a result of a Section 1035 exchange, and the
first annuity payment begins in the first Certificate Year.
Income Tax Withholding. Keyport is required to withhold federal income
taxes on taxable amounts paid under Certificates unless the recipient
elects not to have withholding apply. Keyport will notify recipients of
their right to elect not to have withholding apply.
Section 1035 Exchanges. A Non-Qualified Certificate may be purchased with
proceeds from the surrender of an existing annuity contract. Such a
transaction may qualify as a tax-free exchange pursuant to Section 1035 of
the Code. It is Keyport's understanding that in such an event: (a) the new
Certificate will be subject to the distribution-at-death rules described in
"Death Provisions for Non-Qualified Certificates"; (b) Purchase Payments
made between August 14, 1982 and January 18, 1985 and the income allocable
to them will, following an exchange, no longer be covered by a
"grandfathered" exception to the penalty tax for a distribution of income
that is allocable to an investment made over ten years prior to the
distribution; and (c) Purchase Payments made before August 14, 1982 and the
income allocable to them will, following an exchange, continue to receive
the following "grandfathered" tax treatment under prior law: (i) the
penalty tax does not apply to any distribution; (ii) partial withdrawals
are treated first as a non-taxable return of principal and then a taxable
return of income; and (iii) assignments are not treated as surrenders
subject to taxation. Keyport's understanding of the above is principally
based on legislative reports prepared by the Staff of the Congressional
Joint Committee on Taxation.
Diversification Standards. The U.S. Secretary of the Treasury has issued
regulations that set standards for diversification of the investments
underlying variable annuity contracts (other than pension plan contracts).
The Eligible Funds are designed to be managed to meet the diversification
requirements for the Certificate as those requirements may change from time
to time. If the diversification requirements are not satisfied, the
Certificate would not be treated as an annuity contract. As a consequence
to the Certificate Owner, income earned on a Certificate (including
previously non-taxable income earned in prior years) would be taxable to
the Certificate Owner in the year in which diversification requirements
were not satisfied. As a further consequence, Keyport would be subjected to
federal income taxes on assets in the Variable Account.
The Secretary of the Treasury announced in September 1986 that he expects
to issue regulations which will prescribe the circumstances in which a
Certificate Owner's control of the investments of a segregated asset
account may cause the Certificate Owner, rather than the 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 Certificate.
Keyport, however, has reserved certain rights to alter the Certificate and
investment alternatives so as to comply with such regulations. Since the
regulations have not been issued, there can be no assurance as to the
content of such regulations or even whether application of the regulations
will be prospective. For these reasons, Certificate Owners are urged to
consult with their own tax advisers.
Qualified Plans
The Certificate is designed for use with Qualified Plans. The tax rules
applicable to participants in Qualified Plans vary according to the type of
plan and the terms and conditions of the plan itself. Therefore, no attempt
is made herein to provide more than general information about the use of
the Certificate with Qualified Plans. Participants under a Qualified Plan
as well as Certificate Owners, Annuitants, and Designated Beneficiaries are
cautioned that the rights of any person to any benefits under a Qualified
Plan may be subject to the terms and conditions of the plan regardless of
the terms and conditions of the Certificate issued in connection therewith.
Following is a brief description of the type of Qualified Plans offered and
of the use of the Certificate in connection therewith. Purchasers of the
Certificate should seek competent advice concerning the terms and
conditions of the particular Qualified Plan and use of the Certificate with
that Plan.
Individual Retirement Annuities
Sections 408(b) and 408A of the Code permit eligible individuals to
contribute to an individual retirement program known as an "Individual
Retirement Annuity" and "Roth IRA", respectively. These individual
retirement annuities are subject to limitations on the amount which may be
contributed, the persons who may be eligible, and on the time when
distributions may commence. In addition, distributions from certain types
of Qualified Plans may be placed on a tax-deferred basis into a Section
408(b) Individual Retirement Annuity.
VARIABLE ACCOUNT VOTING PRIVILEGES
In accordance with its view of present applicable law, Keyport will vote
the shares of the Eligible Funds held in the Variable Account at regular
and special meetings of the shareholders of the Eligible Funds in
accordance with instructions received from persons having the voting
interest in the Variable Account. Keyport will vote shares for which it has
not received instructions in the same proportion as it votes shares for
which it has received instructions.
However, if the Investment Company Act of 1940 or any regulation thereunder
should be amended or if the present interpretation thereof should change,
and as a result Keyport determines that it is permitted to vote the shares
of the Eligible Funds in its own right, it may elect to do so.
The person having the voting interest under a Certificate prior to the
Income Date shall be the Certificate Owner. The number of shares held in
each Sub-Account which are attributable to each Certificate Owner is
determined by dividing the Certificate Owner's Variable Account Value in
each Sub-Account by the net asset value of the applicable share of the
Eligible Fund. The person having the voting interest after the Income Date
under an annuity payment option shall be the payee. The number of shares
held in the Variable Account which are attributable to each payee is
determined by dividing the reserve for the annuity payments by the net
asset value of one share. During the annuity payment period, the votes
attributable to a payee decrease as the reserves underlying the payments
decrease.
The number of shares in which a person has a voting interest will be
determined as of the date coincident with the date established by the
respective Eligible Fund for determining shareholders eligible to vote at
the meeting of the Fund and voting instructions will be solicited by
written communication prior to such meeting in accordance with the
procedures established by the Eligible Fund.
Each person having the voting interest in the Variable Account will receive
periodic reports relating to the Eligible Fund(s) in which he or she has an
interest, proxy material and a form with which to give such voting
instructions with respect to the proportion of the Eligible Fund shares
held in the Variable Account corresponding to his or her interest in the
Variable Account.
SALES OF THE CERTIFICATES
Keyport Financial Services Corp. ("KFSC") serves as the Principal
Underwriter for the Certificate described in this prospectus. The
Certificate will be sold by salespersons who represent Keyport Life
Insurance Company (KFSC's corporate parent) as variable annuity agents and
who are registered representatives of broker/dealers who have entered into
distribution agreements with KFSC. KFSC is registered under the Securities
Exchange Act of 1934 and is a member of the National Association of
Securities Dealers, Inc. It is located at 125 High Street, Boston,
Massachusetts 02110. A dealer selling the Certificate receives no
commission.
LEGAL PROCEEDINGS
There are no legal proceedings to which the Variable Account or the
Principal Underwriter are a party. Keyport is engaged in various kinds of
routine litigation which in its judgment is not of material importance in
relation to the total capital and surplus of Keyport.
INQUIRIES BY CERTIFICATE OWNERS
Certificate Owners with questions about their Certificates may either write
Keyport Life Insurance Company, 125 High Street, Boston, MA 02110, or call
(800) 367-3653 or write Manning & Napier Insurance Fund, Inc. at P.O. Box
40610, Rochester, New York 14604 or call (800) 466-3863.
TABLE OF CONTENTS--STATEMENT OF ADDITIONAL INFORMATION
Page
Keyport Life Insurance Company 2
Variable Annuity Benefits 2
Variable Annuity Payment Values 2
Re-Allocating Sub-Account Payments 3
Custodian 4
Principal Underwriter 4
Experts 4
Investment Performance 5
Yields for Stein Roe Money Market Fund Sub-Account 6
Financial Statements 7
Keyport Life Insurance Company 9
Variable Account A 32
APPENDIX A
TELEPHONE INSTRUCTIONS
Telephone Transfers of Certificate Values
1. If there are joint Certificate Owners, both must authorize Keyport and
Manning & Napier Insurance Fund, Inc. ("Manning & Napier Insurance Fund")
to accept telephone instructions but either Certificate Owner can give
telephone instructions.
2. All callers will be required to identify themselves. Keyport reserves
the right to refuse to act upon any telephone instructions in cases where
the caller has not sufficiently identified himself/herself to Keyport's or
Manning & Napier Insurance Fund's satisfaction.
3. Neither Keyport, Manning & Napier Insurance Fund, nor any person acting
on its behalf shall be subject to any claim, loss, liability, cost or
expense if it or such person acted in good faith upon a telephone
instruction, including one that is unauthorized or fraudulent; however,
Keyport and/or Manning & Napier Insurance Fund will employ reasonable
procedures to confirm that a telephone instruction is genuine and, if
Keyport and/or Manning & Napier Insurance Fund does not, Keyport and/or
Manning & Napier Insurance Fund may be liable for losses due to an
unauthorized or fraudulent instruction. The Certificate Owner thus bears
the risk that an unauthorized or fraudulent instruction that is executed
may cause the Certificate Value to be lower than it would be had no
instruction been executed.
4. All conversations will be recorded with disclosure at the time of the
call.
5. The application for the Certificate may allow a Certificate Owner to
create a power of attorney by authorizing another person to give telephone
instructions. Unless prohibited by state law, such power will be treated as
durable in nature and shall not be affected by the subsequent incapacity,
disability or incompetency of the Certificate Owner. Either Keyport,
Manning & Napier Insurance Fund or the authorized person may cease to honor
the power by sending written notice to the Certificate Owner at the
Certificate Owner's last known address. Neither Keyport, Manning & Napier
Insurance Fund nor any person acting on its behalf shall be subject to
liability for any act executed in good faith reliance upon a power of
attorney.
6. Telephone authorization shall continue in force until (a) Keyport and/or
Manning & Napier Insurance Fund receives the Certificate Owner's written
revocation, (b) Keyport and/or Manning & Napier Insurance Fund discontinues
the privilege, or (c) Keyport and/or Manning & Napier Insurance Fund
receives written evidence that the Certificate Owner has entered into a
market timing or asset allocation agreement with an investment adviser or
with a broker/dealer.
7. Telephone transfer instructions received by Keyport at 800-367-3653
and/or Manning & Napier Insurance Fund at (800) 466-3863 before the close
of trading on the New York Stock Exchange (currently 4:00 P.M. Eastern
Time) will be initiated that day based on the unit value prices calculated
at the close of that day. Instructions received after the close of trading
on the NYSE will be initiated the following business day.
8. Once instructions are accepted by Keyport and/or Manning & Napier
Insurance Fund, they may not be canceled.
9. All transfers must be made in accordance with the terms of the
Certificate and current prospectus. If the transfer instructions are not in
good order, Keyport and/or Manning & Napier Insurance Fund will not execute
the transfer and will notify the caller within 48 hours.
10. If 100% of any Sub-Account's value is transferred and the allocation
formula for Purchase Payments includes that Sub-Account, then the
allocation formula for future Purchase Payments will change accordingly
unless Keyport receives telephone instructions to the contrary. For
example, if the allocation formula is 50% to Sub-Account A and 50% to Sub-
Account B and all of Sub-Account A's value is transferred to Sub-Account B,
the allocation formula will change to 100% to Sub-Account B unless Keyport
is instructed otherwise.
Telephone Changes to Purchase Payment Allocation Percentages
Numbers 1-6 above are applicable.
PART B
STATEMENT OF ADDITIONAL INFORMATION
GROUP AND INDIVIDUAL FLEXIBLE PURCHASE PAYMENT
DEFERRED VARIABLE ANNUITY CONTRACT
ISSUED BY
VARIABLE ACCOUNT A
OF
KEYPORT LIFE INSURANCE COMPANY ("Keyport")
This Statement of Additional Information (SAI) is not a prospectus but it
relates to, and should be read in conjunction with, the Manning & Napier
Variable Annuity prospectus dated May 1, 1998. This SAI is incorporated by
reference to into the prospectus. The prospectus is available, at no
charge, by writing Keyport at 125 High Street, Boston, MA 02110 or by
calling (800) 437-4466. It may also be obtained by writing Manning & Napier
Insurance Fund, Inc. at P.O. Box 40610, Rochester, New York 14604, or by
calling (800) 466-3868.
TABLE OF CONTENTS
Page
Keyport Life Insurance Company.............................................2
Variable Annuity Benefits..................................................2
Variable Annuity Payment Values..........................................2
Re-Allocating Sub-Account Payments.......................................3
Custodian..................................................................4
Principal Underwriter......................................................4
Experts....................................................................4
Investment Performance.....................................................4
Yields for Stein Roe Money Market Sub-Account............................5
Financial Statements.......................................................6
Keyport Life Insurance Company...........................................7
Variable Account A......................................................31
The date of this statement of additional information is May 1, 1998.
mn1998.sai
KEYPORT LIFE INSURANCE COMPANY
Liberty Mutual Insurance Company ("Liberty Mutual"), a multi-line insurance
company, is the ultimate corporate parent of Keyport. Liberty Mutual
ultimately controls Keyport through the following intervening holding
company subsidiaries: Liberty Mutual Equity Corporation, LFC Holdings
Inc., Liberty Financial Companies, Inc. ("LFC") and SteinRoe Services, Inc.
Liberty Mutual, as of December 31, 1997, owned, indirectly, approximately
73% of the combined voting power of the outstanding stock of LFC (with the
balance being publicly held). For additional information about Keyport, see
page 6 of the prospectus.
VARIABLE ANNUITY BENEFITS
Variable Annuity Payment Values
For each variable payment option, the total dollar amount of each periodic
payment will be equal to: (a) the sum of all Sub-account payments; less (b)
the pro-rata amount of the annual Certificate Maintenance Charge.
The first payment for each Sub-Account will be determined by deducting any
applicable Certificate Maintenance Charge and any applicable state premium
taxes and then dividing the remaining value of that Sub-Account by $1,000
and multiplying the result by the greater of: (a) the applicable factor
from the Certificate's annuity table for the particular payment option; or
(b) the factor currently offered by Keyport at the time annuity payments
begin. This current factor may be based on the sex of the payee unless to
do so would be prohibited by law.
The number of Annuity Units for each Sub-Account will be determined by
dividing such first payment by the Sub-Account Annuity Unit value for the
Valuation Period that includes the date of the first payment. The number
of Annuity Units remains fixed for the annuity payment period. Each Sub-
Account payment after the first one will be determined by multiplying (a)
by (b), where: (a) is the number of Sub-Account Annuity Units; and (b) is
the Sub-Account Annuity Unit value for the Valuation Period that includes
the date of the particular payment.
Variable annuity payments will fluctuate in accordance with the investment
results of the underlying Eligible Funds. In order to determine how these
fluctuations affect annuity payments, Keyport uses an Annuity Unit value.
Each Sub-Account has its own Annuity Units and value per Unit. The Annuity
Unit value applicable during any Valuation Period is determined at the end
of such period.
When Keyport first purchased Eligible Fund shares on behalf of the Variable
Account, Keyport valued each Annuity Unit for each Sub-Account at a
specified dollar amount. The Unit value for each Sub-Account in any
Valuation Period thereafter is determined by multiplying the value for the
prior period by a net investment factor. This factor may be greater or
less than 1.0; therefore, the Annuity Unit may increase or decrease from
Valuation Period to Valuation Period. For each assumed annual investment
rate (AIR), Keyport calculates a net investment factor for each Sub-Account
by dividing (a) by (b), where:
(a) is equal to the net investment factor as defined in the
prospectus; and
(b) is the assumed investment factor for the current Valuation
Period. The assumed investment factor adjusts for the interest
assumed in determining the first variable annuity payment. Such
factor for any Valuation Period shall be the accumulated value,
at the end of such period, of $1.00 deposited at the beginning of
such period at the assumed annual investment rate (AIR). The AIR
for Annuity Units based on the Certificate's annuity tables is 6%
per year (5% per year for Oregon and Texas Certificates). An AIR
of 3% per year is also available upon Written Request.
With a particular AIR, payments after the first one will increase or
decrease from month to month based on whether the actual annualized
investment return of the selected Sub-Account(s) (after deducting the
Mortality and Expense Risk Charge) is better or worse than the assumed AIR
percentage. If a given amount of Sub-Account value is applied to a
particular payment option, the initial payment will be smaller if a 3% AIR
is selected instead of a 6% AIR but, all other things being equal, the
subsequent 3% AIR payments have the potential for increasing in amount by a
larger percentage and for decreasing in amount by a smaller percentage.
For example, consider what would happen if the actual annualized investment
return (see the first sentence of this paragraph) is 9%, 6%, 3%, or 0%
between the time of the first and second payments. With an actual 9%
return, the 3% AIR and 6% AIR payments would both increase in amount but
the 3% AIR payment would increase by a larger percentage. With an actual
6% return, the 3% AIR payment would increase in amount while the 6% AIR
payment would stay the same. With an actual return of 3%, the 3% AIR
payment would stay the same while the 6% AIR payment would decrease in
amount. Finally, with an actual return of 0%, the 3% AIR and 6% AIR
payments would both decrease in amount but the 3% AIR payment would
decrease by a smaller percentage. Note that the changes in payment amounts
described above are on a percentage basis and thus do not illustrate when,
if ever, the 3% AIR payment amount might become larger than the 6% AIR
payment amount. Note though that if Option A (Income for a Fixed Number of
Years) is selected and payments continue for the entire period, the 3% AIR
payment amount will start out being smaller than the 6% AIR payment amount
but eventually the 3% AIR payment amount will become larger than the 6% AIR
payment amount.
Re-Allocating Sub-Account Payments
The number of Annuity Units for each Sub-Account under any variable annuity
option will remain fixed during the entire annuity payment period unless
the payee makes a written request for a change. Currently, a payee can
instruct Keyport to change the Sub-Account(s) used to determine the amount
of the variable annuity payments once every 6 months. The payee's request
must specify the percentage of the annuity payment that is to be based on
the investment performance of each Sub-Account. The percentage for each
Sub-Account, if not zero, must be at least 10% and must be a whole number.
At the end of the Valuation Period during which Keyport receives the
request, Keyport will: (a) value the Annuity Units for each Sub-Account to
create a total annuity value; (b) apply the new percentages the payee has
selected to this total value; and (c) recompute the number of Annuity Units
for each Sub-Account. This new number of units will remain fixed for the
remainder of the payment period unless the payee requests another change.
CUSTODIAN
The custodian of the assets of the Variable Account is State Street Bank
and Trust Company, a state chartered trust company. Its principal office is
at 225 Franklin Street, Boston, Massachusetts.
PRINCIPAL UNDERWRITER
The Contract and Certificates, which are offered continuously, are
distributed by Keyport Financial Services Corp. ("KFSC"), a wholly-owned
subsidiary of Keyport.
EXPERTS
The consolidated financial statements of Keyport Life Insurance Company at
December 31, 1997 and 1996, and for each of the two years in the period
ended December 31, 1997, and the financial statements of Keyport Life
Insurance Company-Variable Account A at December 31, 1997 and for each of
the two years in the period ended December 31, 1997, appearing in this
Statement of Additional Information have been audited Ernst & Young LLP,
independent auditors, as set forth in their reports thereon appearing
elsewhere herein, and are included in reliance upon such reports given upon
the authority of such firm as experts in accounting and auditing.
The consolidated financial statements of Keyport Life Insurance Company for
the year ended December 31, 1995 have been included herein in reliance on
the report of KPMG Peat Marwick LLP, independent certified public
accountants, appearing elsewhere herein and upon the authority of said firm
as experts in accounting and auditing.
INVESTMENT PERFORMANCE
The Variable Account may from time to time quote performance information
concerning its various Sub-Accounts. A Sub-Account's performance may also
be compared to the performance of sub-accounts used with variable annuities
offered by other insurance companies. This comparative information may be
expressed as a ranking prepared by Financial Planning Resources, Inc. of
Miami, FL (The VARDS Report), Lipper Analytical Services, Inc., or by
Morningstar, Inc. of Chicago, IL (Morningstar's Variable Annuity
Performance Report), which are independent services that compare the
performance of variable annuity sub-accounts. The rankings are done on the
basis of changes in accumulation unit values over time and do not take into
account any charges (such as sales charges or administrative charges) that
are deducted directly from contract values.
Ibbotson Associates of Chicago, IL provides historical returns from 1926 on
capital markets in the United States. The Variable Account may quote the
performance of its Sub-Accounts in conjunction with the long-term
performance of capital markets in order to illustrate general long-term
risk versus reward investment scenarios. Capital markets tracked by
Ibbotson Associates include common stocks, small company stocks, long-term
corporate bonds, long-term government bonds, U.S. Treasury Bills, and the
U.S. inflation rate. Historical total returns are determined by Ibbotson
Associates for: Common Stocks, represented by the Standard and Poor's
Composite Price Index (an unmanaged weighted index of 90 stocks prior to
March 1957 and 500 stocks thereafter of industrial, transportation, utility
and financial companies widely regarded by investors as representative of
the stock market); Small Company Stocks, represented by the fifth
capitalization quintile (i.e., the ninth and tenth deciles) of stocks on
the New York Stock Exchange for 1926-1981 and by the performance of the
Dimensional Fund Advisors Small Company 9/10 (for ninth and tenth deciles)
Fund thereafter; Long Term Corporate Bonds, represented beginning in 1969
by the Salomon Brothers Long-Term High-Grade Corporate Bond Index, which is
an unmanaged index of nearly all Aaa and Aa rated bonds, represented for
1946-1968 by backdating the Salomon Brothers Index using Salomon Brothers'
monthly yield data with a methodology similar to that used by Salomon
Brothers in computing its Index, and represented for 1925-1945 through the
use of the Standard and Poor's monthly High-Grade Corporate Composite yield
data, assuming a 4% coupon and a 20-year maturity; Long-Term Government
Bonds, measured each year using a portfolio containing one U.S. government
bond with a term of approximately twenty years and a reasonably current
coupon; U.S. Treasury Bills, measured by rolling over each month a one-bill
portfolio containing, at the beginning of each month, the shortest-term
bill having not less than one month to maturity; Inflation, measured by the
Consumer Price Index for all Urban Consumers, not seasonably adjusted,
since January, 1978 and by the Consumer Price Index before then. The stock
capital markets may be contrasted with the corporate bond and U.S.
government securities capital markets. Unlike an investment in stock, an
investment in a bond that is held to maturity provides a fixed rate of
return. Bonds have a senior priority to common stocks in the event the
issuer is liquidated and interest on bonds is generally paid by the issuer
before it makes any distributions to common stock owners. Bonds rated in
the two highest rating categories are considered high quality and present
minimal risk of default. An additional advantage of investing in U.S.
government bonds and Treasury bills is that they are backed by the full
faith and credit of the U.S. government and thus have virtually no risk of
default. Although government securities fluctuate in price, they are
highly liquid.
Yields for Stein Roe Money Market Sub-Account
Yield and effective yield percentages for the Stein Roe Money Market Sub-
Account are calculated using the method prescribed by the Securities and
Exchange Commission. Both yields reflect the deduction of the annual 0.35%
asset-based Certificate charge. Both yields also reflect, on an allocated
basis, the Certificate's annual $35 Certificate Maintenance Charge. Both
yields do not reflect premium tax charges. The yields would be lower if
these charges were included. The following are the standardized formulas:
Yield equals: (A - B - 1) X 365
C 7
Effective Yield Equals: (A - B)365/7 - 1
C
Where:
A = the Accumulation Unit value at the end of the 7-day period.
B = hypothetical Certificate Maintenance Charge for the 7-day
period. The assumed annual Stein Roe Money Market Sub-Account
charge is equal to the $35 Certificate charge multiplied by a
fraction equal to the average number of Certificates with Stein
Roe Money Market Sub-Account value during the 7-day period
divided by the average total number of Certificates during the 7-
day period. This annual amount is converted to a 7-day charge by
multiplying it by 7/365. It is then equated to an Accumulation
Unit size basis by multiplying it by a fraction equal to the
average value of one Stein Roe Money Market Sub-Account
Accumulation Unit during the 7-day period divided by the average
Certificate Value in Stein Roe Money Market Sub-Account during
the 7-day period.
C = the Accumulation Unit value at the beginning of the 7-day
period.
The yield formula assumes that the weekly net income generated by an
investment in the Stein Roe Money Market Sub-Account will continue over an
entire year. The effective yield formula also annualizes seven days of net
income but it assumes that the net income is reinvested over the year.
This compounding effect causes effective yield to be higher than the yield.
For the 7-day period ended 12/31/97 the yield for the Stein Roe Money
Market Sub-Account was 3.90% and the effective yield was 3.98%.
FINANCIAL STATEMENTS
The financial statements of Keyport Life Insurance Company and the Variable
Account are included in the statement of additional information. The
consolidated financial statements of Keyport Life Insurance Company are
provided as relevant to its ability to meet its financial obligations under
the Certificates and should not be considered as bearing on the investment
performance of the assets held in the Variable Account.
Report of Independent Auditors
The Board of Directors
Keyport Life Insurance Company
We have audited the consolidated balance sheet of Keyport Life Insurance
Company as of December 31, 1997 and 1996, and the related consolidated
statements of income, stockholder's equity, and cash flows for the years
then ended. 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. The financial statements of
Keyport Life Insurance Company for the year ended December 31, 1995, were
audited by other auditors whose report dated February 16, 1996, expressed
an unqualified opinion on those statements.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free
of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles
used and the significant estimates made by management, as well as
evaluating the overall financial statement presentation. We believe that
our audits provide a reasonable basis for our opinion.
In our opinion, the 1997 and 1996 consolidated financial statements
referred to above present fairly, in all material respects, the
consolidated financial position of Keyport Life Insurance Company at
December 31, 1997 and 1996, and the consolidated results of its operations
and its cash flows for the years then ended, in conformity with generally
accepted accounting principles.
/s/ERNST & YOUNG LLP
Boston, Massachusetts
February 3, 1998
Independent Auditors' Report
The Board of Directors Keyport Life Insurance Company
We have audited the consolidated financial statements of Keyport Life
Insurance Company and subsidiaries for the year ended December 31, 1995.
These consolidated financial statements are the responsibility of the
Company's management. Our responsibility is to express an opinion on these
consolidated financial statements based on our audit.
We conducted our audit in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free
of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles
used and significant estimates made by management, as well as evaluating
the overall financial statement presentation. We believe that our audit
provides a reasonable basis for our opinion.
In our opinion, the consolidated financial statements referred to above
present fairly, in all material respects the results of operations and cash
flows for Keyport Life Insurance Company and subsidiaries for the year
ended December 31, 1995, in conformity with generally accepted accounting
principles.
/s/KPMG Peat Marwick LLP
Boston, Massachusetts
February 16, 1996
KEYPORT LIFE INSURANCE COMPANY
CONSOLIDATED BALANCE SHEET
(in thousands)
December 31
ASSETS 1997 1996
Cash and investments:
Fixed maturities available for sale
(amortized cost: 1997 - $10,981,618;
1996 - $10,500,431) $11,246,539 $10,718,644
Equity securities (cost: 1997 - $21,950;
1996 - $19,412) 40,856 35,863
Mortgage loans 60,662 67,005
Policy loans 554,681 532,793
Other invested assets 440,773 183,622
Cash and cash equivalents 1,162,347 767,385
Total cash and investments 13,505,858 12,305,312
Accrued investment income 165,035 146,778
Deferred policy acquisition costs 232,039 250,355
Value of insurance in force 53,298 70,819
Income taxes recoverable 22,537 323
Intangible assets 18,058 19,186
Other assets 16,175 40,316
Separate account assets 1,329,189 1,091,468
Total assets $15,342,189 $13,924,557
LIABILITIES AND STOCKHOLDER'S EQUITY
Liabilities:
Policy liabilities $12,086,076 $11,637,528
Current income taxes - 13,123
Deferred income taxes 133,003 25,747
Payable for investments purchased and loaned 722,116 211,234
Other liabilities 34,015 38,476
Separate account liabilities 1,263,958 1,017,667
Total liabilities 14,239,168 12,943,775
Stockholder's equity:
Common stock, $1.25 par value; authorized
8,000 shares; issued and outstanding 2,412
shares 3,015 3,015
Additional paid-in capital 505,933 505,933
Net unrealized investment gains 82,277 73,599
Retained earnings 511,796 398,235
Total stockholder's equity 1,103,021 980,782
Total liabilities and
stockholder's equity $15,342,189 $13,924,557
See accompanying notes.
KEYPORT LIFE INSURANCE COMPANY
CONSOLIDATED INCOME STATEMENT
(in thousands)
Year Ended December 31
1997 1996 1995
Revenues:
Investment income $ 847,048 $ 790,365 $ 755,930
Interest credited to policyholders (594,084) (572,719) (555,725)
Investment spread 252,964 217,646 200,205
Net realized investment gains
(losses) 24,723 5,509 (3,958)
Fee income:
Surrender charges 15,968 14,934 14,772
Separate account fees 17,124 15,987 13,154
Management fees 3,261 2,613 1,841
Total fee income 36,353 33,534 29,767
Expenses:
Policy benefits (3,924) (3,477) (4,448)
Operating expenses (49,941) (43,815) (44,475)
Amortization of deferred policy
acquisition costs (75,906) (60,225) (58,541)
Amortization of value of insurance
in force (10,490) (10,196) (9,479)
Amortization of intangible assets (1,128) (1,130) (1,130)
Total expenses (141,389) (118,843) (118,073)
Income before income tax expense 172,651 137,846 107,941
Income tax expense (59,090) (47,222) (38,331)
Net income $ 113,561 $ 90,624 $ 69,610
See accompanying notes.
KEYPORT LIFE INSURANCE COMPANY
CONSOLIDATED STATEMENT OF STOCKHOLDER'S EQUITY
(in thousands)
Net
Unrealized
Additional Investment
Common Paid-in Gains Retained
Stock Capital (Losses) Earnings Total
Balance,
January 1, 1995 $3,015 $505,933 $ (64,464) $238,001 $ 682,485
Net income 69,610 69,610
Change in net
unrealized investment
gains (losses) 150,236 150,236
Balance,
December 31, 1995 3,015 505,933 85,772 307,611 902,331
Net income 90,624 90,624
Change in net
unrealized investment
gains (losses) (12,173) (12,173)
Balance,
December 31, 1996 3,015 505,933 73,599 398,235 980,782
Net income 113,561 113,561
Change in net
unrealized investment
gains (losses) 8,678 8,678
Balance,
December 31, 1997 $3,015 $505,933 $ 82,277 $511,796 $1,103,021
See accompanying notes.
KEYPORT LIFE INSURANCE COMPANY
CONSOLIDATED STATEMENT OF CASH FLOWS
(in thousands)
Year Ended December 31
1997 1996 1995
Cash flows from operating
activities:
Net income $ 113,561 $ 90,624 $ 69,610
Adjustments to reconcile
net income to net cash
provided by operating
activities:
Interest credited to
policyholders 594,084 572,719 555,725
Net realized investment
(gains) losses (24,723) (5,509) 3,958
Amortization of value of
insurance in force and
intangible assets 11,618 11,326 10,609
Net amortization on
investments 29,862 (29,088) 9,688
Change in deferred policy
acquisition costs (10,252) (24,403) (24,630)
Change in current and
deferred income taxes 66,919 4,938 1,953
Net change in other assets
and liabilities 1,746 (42,634) (62,375)
Net cash provided by
operating activities 782,815 577,973 564,538
Cash flow from investing activities:
Investments purchased -
available for sale (4,543,374) (4,363,074) (2,851,013)
Investments sold -
held to maturity - - 14,930
Investments sold -
available for sale 2,563,465 1,714,023 605,197
Investments matured -
held to maturity - - 317,773
Investments matured -
available for sale 1,531,693 1,387,664 906,522
Increase in policy loans (21,888) (34,467) (21,033)
Decrease in mortgage loans 6,343 7,500 54,947
Other assets purchased, net (48,921) (130,087) -
Value of business acquired,
net of cash - (30,865) -
Net cash used in
investing activities (512,682) (1,449,306) (972,677)
Cash flows from financing
activities:
Withdrawals from policyholder
accounts (1,320,837) (1,154,087) (933,785)
Deposits to policyholder
accounts 950,472 2,134,504 1,116,975
Securities lending 495,194 (119,083) 317,715
Net cash provided by
financing activities 124,829 861,334 500,905
Change in cash and
cash equivalents 394,962 (9,999) 92,766
Cash and cash equivalents
at beginning of year 767,385 777,384 684,618
Cash and cash equivalents at
end of year $ 1,162,347 $ 767,385 $ 777,384
See accompanying notes.
KEYPORT LIFE INSURANCE COMPANY
Notes to Consolidated Financial Statements
December 31, 1997
1. Accounting Policies
Organization
Keyport Life Insurance Company offers a diversified line of fixed,
indexed, and variable annuity products designed to serve the growing
retirement saving market. These annuity products are sold through a wide
ranging network of banks, agents, and securities dealers.
The Company is a wholly owned subsidiary of Stein Roe Services
Incorporated ("Stein Roe"). Stein Roe is a wholly owned subsidiary of
Liberty Financial Companies, Incorporated ("Liberty Financial") which is a
majority owned, indirect subsidiary of Liberty Mutual Insurance Company
("Liberty Mutual").
Principles of Consolidation
The consolidated financial statements include Keyport Life Insurance
Company and its wholly owned subsidiaries, Independence Life and Annuity
Company ("Independence Life"), Liberty Advisory Services Corporation, and
Keyport Financial Services Corp., (collectively the "Company").
The accompanying consolidated financial statements have been prepared in
accordance with generally accepted accounting principles which vary in
certain respects from reporting practices prescribed or permitted by state
insurance regulatory authorities. All significant intercompany transactions
and balances have been eliminated. Certain prior year amounts have been
reclassified to conform to the current year's presentation.
Use of Estimates
The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the amounts reported in the financial statements
and accompanying notes. Actual results could differ from those estimates.
Investments
Investments in debt and equity securities classified as available for sale
are carried at fair value, and after-tax unrealized gains and losses (net
of adjustments to deferred policy acquisition costs and value of insurance
in force) are reported as a separate component of stockholder's equity. The
cost basis of securities is adjusted for declines in value that are
determined to be other than temporary. Realized investment gains and
losses are calculated on a first-in, first-out basis.
KEYPORT LIFE INSURANCE COMPANY
Notes to Consolidated Financial Statements (continued)
1. Accounting Policies (continued)
On December 31, 1995, pursuant to the "Guide to Implementation of Statement
115 on Accounting for Certain Investments in Debt and Equity Securities,"
the Company made a one-time reclassification of certain fixed maturity
securities from held to maturity to available for sale. The amortized cost
of those securities at the time of transfer was $1.4 billion, and the
unrealized gain of $13.9 million was recorded net of taxes in stockholder's
equity.
For the mortgage backed bond portion of the fixed maturity investment
portfolio, the Company recognizes income using a constant effective yield
based on anticipated prepayments over the estimated economic life of the
security. When actual prepayments differ significantly from anticipated
prepayments, the effective yield is recalculated to reflect actual payments
to date and anticipated future payments and any resulting adjustment is
included in investment income.
Mortgage loans are carried at amortized cost. Policy loans are carried at
the unpaid principal balances plus accrued interest. Partnerships are
accounted for by using the equity method of accounting. Partnership
investments totaled $117.3 million and $72.6 million at December 31, 1997
and 1996, respectively.
Derivatives
The Company uses interest rate swap and cap agreements to manage its
interest rate risk and call options on the Standard & Poor's 500 Composite
Stock Price Index ("S&P 500 Index") to hedge its obligations to provide
returns based upon this index.
The Company utilizes interest rate swap agreements ("swap agreements") and
interest rate cap agreements ("cap agreements") to match assets more
closely to liabilities. Swap agreements are agreements to exchange with a
counterparty interest rate payments of differing character (e.g., fixed-
rate payments exchanged for variable-rate payments) based on an underlying
principal balance (notional principal) to hedge against interest rate
changes. The Company currently utilizes swap agreements to reduce asset
duration and to better match interest rates earned on longer-term fixed
rate assets with interest rates credited to policyholders.
Cap agreements are agreements with a counterparty which require the payment
of a premium for the right to receive payments for the difference between
the cap interest rate and a market interest rate on specified future dates
based on an underlying principal balance (notional balance) to hedge
against rising interest rates.
KEYPORT LIFE INSURANCE COMPANY
Notes to Consolidated Financial Statements (continued)
1. Accounting Policies (continued)
Hedge accounting is applied after the Company determines that the items to
be hedged expose it to interest rate or price risk, designates the
instruments as hedges, and assesses whether the instruments reduce the
indicated risks through the measurement of changes in the value of the
instruments and the items being hedged at both inception and throughout the
hedge period. From time to time, interest rate swap agreements, cap
agreements and call options are terminated. If the terminated position was
accounted for as a hedge, realized gains or losses are deferred and
amortized over the remaining lives of the hedged assets or liabilities.
Conversely, if the terminated position was not accounted for as a hedge, or
if the assets and liabilities that were hedged no longer exist, the
position is "marked to market" and realized gains or losses are immediately
recognized in income.
The net differential to be paid or received on interest rate swap
agreements is recognized as a component of net investment income. Premiums
paid for interest rate cap agreements are deferred and amortized to net
investment income on a straight-line basis over the terms of the
agreements. The unamortized premium is included in other invested assets.
Amounts earned on interest rate cap agreements are recorded as an
adjustment to net investment income. Interest rate swap agreements and cap
agreements hedging investments designated as available for sale are
adjusted to fair value with the resulting unrealized gains and losses
included in stockholder's equity.
Premiums paid on call options are amortized to net investment income over
the terms of the contracts. The call options are included in other
invested assets and are carried at amortized cost plus intrinsic value, if
any, of the call options as of the valuation date. Changes in intrinsic
value of the call options are recorded as an adjustment to interest
credited to policyholders.
Fee Income
Fees from investment advisory services are recognized as revenues when
services are provided. Revenues from fixed and variable annuities and
single premium whole life policies include mortality charges, surrender
charges, policy fees, and contract fees and are recognized when earned.
Deferred Policy Acquisition Costs
Policy acquisition costs are the costs of acquiring new business which vary
with, and are primarily related to, the production of new business. Such costs
include commissions, costs of policy issuance, underwriting, and selling
expenses. These costs are deferred and amortized in relation to the present
value of estimated gross profits from mortality, investment spread, and expense
margins. Deferred policy acquisition costs are adjusted for amounts relating to
unrealized gains and losses on fixed maturity securities the Company has
designated as available for sale. This adjustment, net of tax, is included with
the change in net unrealized investment gains or losses that is credited or
charged directly to stockholder's equity. Deferred policy acquisition costs
have been decreased by $126.9 million at December 31, 1997 and decreased by
$103.7 million at December 31, 1996, relating to this adjustment.
KEYPORT LIFE INSURANCE COMPANY
Notes to Consolidated Financial Statements (continued)
1. Accounting Policies (continued)
Value of Insurance in Force
Value of insurance in force represents the actuarially-determined present
value of projected future gross profits from policies in force at the date
of their acquisition. This amount is amortized in proportion to the
projected emergence of profits over periods not exceeding 15 years for
annuities and 25 years for life insurance. Interest is accrued on the
unamortized balance at the contract rate of 5.34%, 5.30% and 5.58% for the
years ended December 31, 1997, 1996 and 1995, respectively.
The value of insurance in force is adjusted for amounts relating to the
recognition of unrealized investment gains and losses. This adjustment,
net of tax, is included with the change in net unrealized investment gains
or losses that is credited or charged directly to stockholder's equity.
Value of insurance in force has decreased by $31.8 million at December 31,
1997 and decreased by $26.0 million at December 31, 1996, relating to this
adjustment.
Estimated net amortization expense of the value of insurance in force as of
December 31, 1997 is as follows (in thousands): 1998 - $8,701; 1999 -
$10,890; 2000 - $9,926; 2001 - $8,711; 2002 - $7,694; and thereafter -
$39,220.
Intangible Assets
Intangible assets consist of goodwill arising from business combinations
accounted for as a purchase. Amortization is provided on a straight-line
basis over twenty-five years.
Separate Account Assets and Liabilities
The assets and liabilities resulting from variable annuity and variable
life policies are segregated in separate accounts. Separate account assets,
which are carried at fair value, consist principally of investments in
mutual funds. Investment income and changes in asset values are allocated
to the policyholders, and therefore, do not affect the operating results of
the Company. The Company provides administrative services and bears the
mortality risk related to these contracts. As of December 31, 1997 and
1996, Keyport also classified as separate account assets $65.2 million and
$73.8 million, respectively, investments in certain mutual funds sponsored
by affiliates of the Company and other investments.
KEYPORT LIFE INSURANCE COMPANY
Notes to Consolidated Financial Statements (continued)
1. Accounting Policies (continued)
Policy Liabilities
Policy liabilities consist of deposits received plus credited interest,
less accumulated policyholder charges, assessments, and withdrawals related
to deferred annuities and single premium whole life policies. Policy
benefits that are charged to expense include benefit claims incurred in the
period in excess of related policy account balances.
Income Taxes
Income taxes have been provided using the liability method in accordance
with SFAS No. 109, "Accounting for Income Taxes," and are calculated as if
the companies filed their own income tax returns.
Effective July 18, 1997, due to changes in ownership of Liberty Financial,
the Company is no longer included in the consolidated federal income tax
return of Liberty Mutual. The Company will be eligible to file a
consolidated federal income tax return with Liberty Financial in 2002.
Independence Life, which until July 18, 1997, was required under federal
tax law to file its own federal income tax return, may join with Keyport in
a consolidated income tax return filing. Liberty Advisory Services
Corporation and Keyport Financial Services Corp. must file separate federal
tax returns.
Cash Equivalents
Short-term investments having an original maturity of three months or less
are classified as cash equivalents.
KEYPORT LIFE INSURANCE COMPANY
Notes to Consolidated Financial Statements (continued)
1. Accounting Policies (continued)
Recent Accounting Pronouncements
In January 1998, the FASB voted to proceed with the drafting of an
accounting standard titled "Accounting for Derivative Instruments and for
Hedging Activities." This accounting standard requires companies to report
derivatives on the balance sheet at fair value with changes in fair value
recorded in income or equity. The accounting standard also changes the
accounting for derivatives used in hedging strategies from traditional
deferral accounting to a current recognition approach which could impact a
company's income statement and balance sheet and expand the definition of a
derivative instrument. The Company is evaluating the impact of this
accounting standard. This accounting standard will become effective in
2000.
In June 1996, the FASB issued Statement of Financial Accounting Standards
No. 125, "Accounting for Transfers and Servicing of Financial Assets and
Extinguishment of Liabilities" ("SFAS 125"). The relevant provisions of
SFAS 125 relating to securities lending, dollar rolls, and other similar
secured transactions become effective in 1998. It is not expected that the
adoption of SFAS 125 will have a material effect on the Company's
consolidated financial position or results of operations.
2. Acquisitions
On August 9, 1996, Keyport entered into a 100 percent coinsurance agreement
for a $954.0 million block of single premium deferred annuities issued by
Fidelity & Guaranty Life Insurance Company ("F&G Life"). Under this
transaction, the investment risk of the annuity policies was transferred to
Keyport. However, F&G Life will continue to administer the policies and
will remain contractually liable for the performance of all policy
obligations. This transaction increased investments by $923.1 million and
value of insurance in force by $30.9 million.
KEYPORT LIFE INSURANCE COMPANY
Notes to Consolidated Financial Statements (continued)
3. Investments
Fixed Maturities
As of December 31, 1997 and 1996, the Company did not hold any investments
in fixed maturities that were classified as held to maturity or trading
securities. The amortized cost, gross unrealized gains and losses, and
fair value of fixed maturity securities are as follows (in thousands):
Gross Gross
Amortized Unrealized Unrealized
December 31, 1997 Cost Gains Losses Fair Value
U.S. Treasury securities $ 128,580 $ 1,107 $ (40) $ 129,647
Mortgage backed securities
of U.S. government
corporations and agencies 1,089,809 49,536 (1,602) 1,137,743
Debt securities issued by
foreign governments 272,559 12,694 (4,966) 280,287
Corporate securities 4,744,208 189,387 (83,562) 4,850,033
Other mortgage backed
securities 2,325,889 81,886 (2,579) 2,405,196
Asset backed securities 2,200,689 26,178 (3,118) 2,223,749
Senior secured loans 219,884 - - 219,884
Total fixed maturities $ 10,981,618 $360,788 $ (95,867) $11,246,539
Gross Gross
Amortized Unrealized Unrealized
December 31, 1996 Cost Gains Losses Fair Value
U.S. Treasury securities $ 35,308 $ 130 $ (87) $ 35,351
Mortgage backed securities
of U.S. government
corporations and agencies 1,689,989 41,783 (8,618) 1,723,154
Debt securities issued by
foreign governments 246,339 11,718 (554) 257,503
Corporate securities 4,093,473 153,422 (12,298) 4,234,597
Other mortgage backed
securities 2,413,020 47,596 (23,970) 2,436,646
Asset backed securities 1,736,012 15,531 (6,440) 1,745,103
Senior secured loans 286,290 - - 286,290
Total fixed maturities $10,500,431 $270,180 $ (51,967) $10,718,644
KEYPORT LIFE INSURANCE COMPANY
Notes to Consolidated Financial Statements (continued)
3. Investments (continued)
At December 31, 1997, gross unrealized gains on equity securities, interest
rate cap agreements and investments in separate accounts aggregated $27.4
million, and gross unrealized losses aggregated $6.9 million, respectively.
At December 31, 1996, gross unrealized gains on equity securities, interest
rate cap agreements and investments in separate accounts aggregated $29.9
million, and gross unrealized losses aggregated $5.3 million, respectively.
Contractual Maturities
The amortized cost and fair value of fixed maturities by contractual
maturity as of December 31, 1997 are as follows (in thousands):
December 31, 1997 Amortized Cost Fair Value
Due in one year or less $ 147,177 $ 147,503
Due after one year through five years 1,925,739 1,926,372
Due after five years through ten years 2,350,299 2,419,857
Due after ten years 942,016 986,119
5,365,231 5,479,851
Mortgage and asset backed securities 5,616,387 5,766,688
$10,981,618 $11,246,539
Actual maturities will differ in some cases from those shown above because
borrowers may have the right to call or prepay obligations.
Net Investment Income
Net investment income is summarized as follows (in thousands):
Year Ended December 31 1997 1996 1995
Fixed maturities $ 811,688 $ 737,372 $ 681,998
Mortgage loans and other
invested assets 27,833 11,422 12,881
Policy loans 32,224 30,188 28,485
Equity securities 5,443 4,494 4,807
Cash and cash equivalents 34,449 36,138 41,643
Gross investment income 911,637 819,614 769,814
Investment expenses (15,311) (12,708) (10,837)
Amortization of options and
interest rate caps (49,278) (16,541) (3,047)
Net investment income $ 847,048 $ 790,365 $ 755,930
KEYPORT LIFE INSURANCE COMPANY
Notes to Consolidated Financial Statements (continued)
3. Investments (continued)
There were no non-income producing fixed maturity investments as of
December 31, 1997 or 1996.
Net Realized Investment Gains (Losses)
Net realized investment gains (losses) are summarized as follows (in
thousands):
Year Ended December 31 1997 1996 1995
Fixed maturities held to maturity:
Gross gains $ - $ - $ 1,306
Gross losses - - (64)
Fixed maturities available for sale:
Gross gains 42,464 24,304 8,156
Gross losses (19,146) (17,814) (15,982)
Equity securities (51) 1,492 (405)
Investments in separate accounts 7,912 (576) 1,684
Interest rate swaps - - (860)
Other - (208) (13)
Gross realized investment gains
(losses) 31,179 7,198 (6,178)
Amortization adjustments of deferred
policy acquisition costs
and value of insurance inforce (6,456) (1,689) 2,220
Net realized investment gains (losses) $ 24,723 $ 5,509 $ (3,958)
Proceeds from sales of fixed maturities available for sale were $2.6
billion, $1.7 billion and $565.4 million, for the years ended December 31,
1997, 1996 and 1995, respectively. The sale of fixed maturities held to
maturity during 1995 relate to certain securities, with amortized cost of
$15.0 million, which were sold specifically due to a decline in the
issuers' credit quality.
KEYPORT LIFE INSURANCE COMPANY
Notes to Consolidated Financial Statements (continued)
3. Investments (continued)
Deferred tax liabilities for the Company's unrealized investment gains and
losses, net of adjustments to deferred policy acquisition costs and value
of insurance inforce were $44.3 million and $39.5 million at December 31,
1997 and 1996, respectively.
No investment in any person or its affiliates (other than bonds issued by
agencies of the United States government) exceeded ten percent of
stockholder's equity at December 31, 1997.
At December 31, 1997, the Company did not have a material concentration of
financial instruments in a single investee, industry or geographic
location.
At December 31, 1997, $1.1 billion of fixed maturities were below
investment grade.
4. Derivatives
Outstanding derivatives, shown in notional amounts along with their
carrying value and fair value, are as follows (in thousands):
Assets (Liabilities)
Carrying Fair Carrying Fair
Notional Amounts Value Value Value Value
December 31 1997 1996 1997 1997 1996 1996
Interest rate cap
agreements $ 250,000 $ 450,000 $ 102 $ 102 $ 1,363 $ 1,363
Indexed call
options - - 323,343 345,294 109,701 122,395
Interest rate
swaps 2,575,000 2,275,000 (42,123) (42,123) (8,753) (8,753)
The interest rate swap agreements expire in 1998 to 2001. The interest
rate cap agreements expire in 1999 through 2000. The call options'
maturities range from 1998 to 2002.
The Company currently utilizes swap agreements to reduce asset duration and
to better match interest rates earned on longer-term fixed rate assets with
interest credited to policyholders. Cap agreements are used to hedge
against rising interest rates. Call options are used for purposes of
hedging the Company's equity-indexed products. The call options hedge the
interest credited on these 1, 5 and 7 year term products, which is based on
the changes in the S&P 500 Index. At December 31, 1997 and 1996, the
Company had approximately $155.0 million and $73.1 million, respectively,
of unamortized premium in call option contracts.
KEYPORT LIFE INSURANCE COMPANY
Notes to Consolidated Financial Statements (continued)
4. Derivatives (continued)
Fair values for swap and cap agreements are based on current settlement
values. The current settlement values are based on quoted market prices
and brokerage quotes, which utilize pricing models or formulas using
current assumptions. Fair values for call options are based quoted market
prices.
Deferred losses of $5.1 million and $7.9 million as of December 31, 1997
and 1996, respectively, resulting from terminated interest rate swap
agreements are included with the related fixed maturity securities to which
the hedge applied and are being amortized over the life of such securities.
There are risks associated with some of the techniques the Company uses to
match its assets and liabilities. The primary risk associated with swap,
cap and call option agreements is the risk associated with counterparty
nonperformance. The Company believes that the counterparties to its swap,
cap and call option agreements are financially responsible and that the
counterparty risk associated with these transactions is minimal.
5. Income Taxes
Income tax expense (benefit) is summarized as follows (in thousands):
Year Ended December 31 1997 1996 1995
Current $ (48,477) $ 52,369 $ 37,746
Deferred 107,567 (5,147) 585
$ 59,090 $ 47,222 $ 38,331
A reconciliation of income tax expense with expected federal income tax
expense computed at the applicable federal income tax rate of 35% is as
follows (in thousands):
Year Ended December 31 1997 1996 1995
Expected income tax expense $ 60,427 $ 48,246 $ 37,779
Increase (decrease) in income
taxes resulting from:
Nontaxable investment income (1,416) (1,216) (1,737)
Amortization of goodwill 396 396 396
Other, net (317) (204) 1,893
Income tax expense $ 59,090 $ 47,222 $ 38,331
KEYPORT LIFE INSURANCE COMPANY
Notes to Consolidated Financial Statements (continued)
5. Income Taxes (continued)
The components of deferred federal income taxes are as follows (in
thousands):
December 31 1997 1996
Deferred tax assets:
Policy liabilities $ 124,250 $ 171,327
Guaranty fund expense 2,795 6,260
Net operating loss carryforwards 2,111 2,667
Other 1,205 3,915
Total deferred tax assets 130,361 184,169
Deferred tax liabilities:
Deferred policy acquisition costs (56,331) (63,076)
Value of insurance in force and
intangible assets (18,022) (20,539)
Excess of book over tax basis of
investments (178,697) (118,403)
Separate account asset (645) (4,557)
Deferred loss on interest rate swaps (1,792) (2,765)
Other (7,877) (576)
Total deferred tax liabilities (263,364) (209,916)
Net deferred tax liability $ (133,003) $ (25,747)
As of December 31, 1997, the Company had approximately $6.0 million of
purchased net operating loss carryforwards (relating to the acquisition of
Independence Life). Utilization of these net operating loss carryforwards,
which expire through 2006, is limited to use against future profits of
Independence Life. The Company believes that it is more likely than not
that it will realize the benefit of its deferred tax assets.
Income taxes refunded were $8.0 million in 1997 and income taxes paid were
$46.9 million and $44.7 million in 1996 and 1995, respectively.
6. Retirement Plans
Keyport employees and certain employees of Liberty Financial are eligible
to participate in the Liberty Financial Companies, Inc. Pension Plan (the
"Plan"). It is the Company's practice to fund amounts for the Plan
sufficient to meet the minimum requirements of the Employee Retirement
Income Security Act of 1974. Additional amounts are contributed from time
to time when deemed appropriate by the Company. Under the Plan, all
employees are vested after five years of service. Benefits are based on
years of service, the employee's average pay for the highest five
consecutive years during the last ten years of employment, and the
employee's estimated social security retirement benefit. Plan assets
consist principally of investments in certain mutual funds sponsored by an
affiliated company.
KEYPORT LIFE INSURANCE COMPANY
Notes to Consolidated Financial Statements (continued)
6. Retirement Plans (continued)
The Company also has an unfunded non-qualified Supplemental Pension Plan
("Supplemental Plan") collectively with the Plan, (the "Plans"), to replace
benefits lost due to limits imposed on Plan benefits under the Internal
Revenue Code.
The following table sets forth the Plans' funded status.
December 31 1997 1996
(Dollars in thousands)
Actuarial present value of benefit obligations:
Vested benefit obligations $ 8,374 $ 7,172
Accumulated benefit obligation $ 9,500 $ 7,963
Projected benefit obligation $ 12,594 $ 10,559
Plan assets at fair value (7,801) (6,399)
Projected benefit obligation in excess of the
Plans' assets 4,793 4,160
Unrecognized net actuarial loss (1,727) (1,496)
Prior service cost not yet recognized in net
periodic pension cost (160) (183)
Accrued pension cost $ 2,906 $ 2,481
The assumptions used to develop the actuarial present value of the
projected benefit obligation and the expected long-term rate of return on
plan assets are as follows:
Year Ended December 31 1997 1996 1995
Pension cost includes the following components:
Service cost benefits earned during the period $ 804 $ 717 $ 541
Interest cost on projected benefit obligation 829 725 603
Actual return on Plan assets (898) (732) (999)
Net amortization and deferred amounts 396 357 600
Total net periodic pension cost $1,131 $1,067 $ 745
Discount rate 7.25% 7.50% 7.25%
Rate of increase in compensation level 5.00% 5.25% 5.25%
Expected long-term rate of return on assets 8.50% 8.50% 8.50%
The Company provides various other funded and unfunded defined contribution
plans, which include savings and investment plans and supplemental savings
plans. For each of the years ended December 31, 1997, 1996 and 1995,
expenses related to these defined contribution plans totaled (in thousands)
$702, $590 and $595, respectively.
KEYPORT LIFE INSURANCE COMPANY
Notes to Consolidated Financial Statements (continued)
7. Fair Value of Financial Instruments
The following discussion outlines the methodologies and assumptions used to
determine the fair value of the Company's financial instruments. The
aggregate fair value amounts presented herein do not necessarily represent
the underlying value of the Company, and accordingly, care should be
exercised in deriving conclusions about the Company's business or financial
condition based on the fair value information presented herein.
The following methods and assumptions were used by the Company in
determining fair values of financial instruments:
Fixed maturities and equity securities: Fair values for fixed
maturity securities are based on quoted market prices, where
available. For fixed maturities not actively traded, the fair
values are determined using values from independent pricing
services, or, in the case of private placements, are determined
by discounting expected future cash flows using a current market
rate applicable to the yield, credit quality, and maturity of the
securities. The fair values for equity securities are based on
quoted market prices.
Mortgage loans: The fair value of mortgage loans are determined
by discounting future cash flows to the present at current market
rates, using expected prepayment rates.
Policy loans: The carrying value of policy loans approximates
fair value.
Other invested assets: With the exception of call options, the
carrying value for assets classified as other invested assets in
the accompanying balance sheets approximates their fair value.
Fair values for call options are based on market prices quoted by
the counterparty to the respective call option contract.
Cash and cash equivalents: The carrying value of cash and cash
equivalents approximates fair value.
Policy liabilities: Deferred annuity contracts are assigned fair
value equal to current net surrender value. Annuitized contracts
are valued based on the present value of the future cash flows at
current pricing rates.
KEYPORT LIFE INSURANCE COMPANY
Notes to Consolidated Financial Statements (continued)
7. Fair Value of Financial Instruments (continued)
The fair values and carrying values of the Company's financial instruments
are as follows (in thousands):
December 31 1997 1996
Carrying Fair Carrying Fair
Value Value Value Value
Assets:
Fixed maturity securities $11,246,539 $11,246,539 $10,718,644 $10,718,644
Equity securities 40,856 40,856 35,863 35,863
Mortgage loans 60,662 63,007 67,005 73,424
Policy loans 554,681 554,681 532,793 532,793
Other invested assets 440,773 462,724 183,622 196,316
Cash and cash equivalents 1,162,347 1,162,347 767,385 767,385
Liabilities:
Policy liabilities 12,086,076 11,366,534 11,637,528 11,127,352
8. Quarterly Financial Data, in thousands (unaudited)
Quarter Ended 1997 March 31 June 30 September 30 December 31
Investment income $ 206,515 $ 210,655 $ 210,365 $ 219,513
Interest credited to
policyholders (147,313) (147,224) (150,875) (148,672)
Investment spread 59,202 63,431 59,490 70,841
Net realized
investment gains 12,796 2,669 4,951 4,307
Fee income 8,252 8,578 9,841 9,682
Pretax income 47,423 39,914 39,876 45,438
Net income 31,538 26,095 26,377 29,551
Quarter Ended 1996 March 31 June 30 September 30 December 31
Investment income $ 187,728 $ 188,334 $ 200,253 $ 214,050
Interest credited to
policyholders (138,109) (136,161) (146,071) (152,378)
Investment spread 49,619 52,173 54,182 61,672
Net realized
investment gains
(losses) 2,052 (2,487) 755 5,189
Fee income 7,769 8,006 9,015 8,744
Pretax income 30,340 29,650 34,575 43,281
Net income 19,688 19,943 22,289 28,704
KEYPORT LIFE INSURANCE COMPANY
Notes to Consolidated Financial Statements (continued)
9. Statutory Information
The Company is domiciled in Rhode Island and prepares its statutory
financial statements in accordance with accounting principles and practices
prescribed or permitted by the State of Rhode Island Insurance Department.
Statutory surplus and statutory net income differ from stockholder's equity
and net income reported in accordance with GAAP primarily because policy
acquisition costs are expensed when incurred, policy liabilities are based
on different assumptions, and income tax expense reflects only taxes paid
or currently payable. The Company's statutory surplus and net income are as
follows (in thousands):
Year Ended December 31 1997 1996 1995
Statutory surplus $ 702,610 $ 567,735 $ 535,179
Statutory net income 107,130 40,237 38,264
10. Transactions with Affiliated Companies
The Company reimbursed Liberty Financial and certain affiliates for
expenses incurred on its behalf for the years ended December 31, 1997, 1996
and 1995. These reimbursements included corporate, general, and
administrative expenses, corporate overhead, such as executive and legal
support, and investment management services. The total amounts reimbursed
were $7.8 million for the years ended December 31, 1997 and 1996 and $7.6
million for the year ended December 31, 1995. In addition, certain
affiliated companies distribute the Company's products and were paid $7.2
million, $6.4 million and $7.6 million by the Company for the years ended
December 31, 1997, 1996, and 1995, respectively.
Keyport has mortgage notes in the original principal amount of $100.0
million on properties owned by certain indirect subsidiaries of Liberty
Mutual. The notes were purchased for their face value. Liberty Mutual has
agreed to provide credit support to the obligors under these notes with
respect to certain payments of principal and interest thereon. As of
December 31, 1997 and 1996, the amounts outstanding were $39.5 million.
Dividend payments to Liberty Financial from the Company are governed by
insurance laws which restrict the maximum amount of dividends that may be
paid without prior approval of the State of Rhode Island Insurance
Department. As of December 31, 1997, the maximum amount of dividends
(based on statutory surplus and statutory net gains from operations) which
may be paid by Keyport was approximately $70.3 million without such
approval.
KEYPORT LIFE INSURANCE COMPANY
Notes to Consolidated Financial Statements (continued)
11. Commitments and Contingencies
Leases: The Company leases data processing equipment, furniture and certain
office facilities from others under operating leases expiring in various
years through 2008. Rental expense (in thousands) amounted to $3,408,
$3,213 and $3,221 for the years ended December 31, 1997, 1996 and 1995,
respectively. For each of the next five years, and in the aggregate, as of
December 31, 1997, the following are the minimum future rental payments
under noncancelable operating leases having remaining terms in excess of
one year (in thousands):
Year Payments
1998 $ 3,536
1999 3,505
2000 3,273
2001 3,178
2002 288
Thereafter 1,248
$ 15,028
Legal Matters: The Company is involved at various times in litigation
common to its business. In the opinion of management, provisions made for
potential losses are adequate and the resolution of any such litigation is
not expected to have a material adverse effect on the Company's financial
condition or its results of operations.
Regulatory Matters: Under existing guaranty fund laws in all states,
insurers licensed to do business in those states can be assessed for
certain obligations of insolvent insurance companies to policyholders and
claimants. The actual amount of such assessments will depend upon the final
outcome of rehabilitation proceedings and will be paid over several years.
In 1997, 1996 and 1995, the Company was assessed $5.9 million, $10.0
million, and $8.1 million, respectively. During 1997, 1996 and 1995, the
Company recorded $1.0 million, $1.0 million, and $2.0 million,
respectively, of provisions for state guaranty fund association expense.
At December 31, 1997 and 1996, the reserve for such assessments was $8.0
million and $12.9 million, respectively.
Report of Independent Auditors
To the Board of Directors of Keyport Life Insurance Company
and Contract Owners of Variable Account A
We have audited the accompanying statement of assets and liabilities of
Keyport Life Insurance Company-Variable Account A as of December 31, 1997,
and the related statement of operations and changes in net assets for the
year then ended and the period from January 30, 1996 (commencement of
operations) to December 31, 1996. These financial statements are the
responsibility of Keyport Life Insurance 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 generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free
of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles
used and significant estimates made by management, as well as evaluating
the overall financial statement presentation. We believe that our audits
provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of Keyport Life Insurance
Company - Variable Account A at December 31, 1997 and the results of its
operations and changes in net assets for the year then ended and the period
from January 30, 1996 (commencement of operations) to December 31, 1996, in
conformity with generally accepted accounting principles.
/s/Ernst & Young LLP
Boston, Massachusetts
March 13, 1998
KEYPORT LIFE INSURANCE COMPANY - VARIABLE ACCOUNT A
Statement of Assets and Liabilities
December 31, 1997
Assets
Investments at market value:
Alger American Fund
Alger American Growth Portfolio
- 60,074 shares (cost $2,427,261) $ 2,568,781
Alger American Small Capitalization Portfolio
- 42,071 shares (cost $1,760,102) 1,840,619
Alliance Variable Products Series Fund, Inc.
Alliance Global Bond Portfolio
- 198,784 shares (cost $2,205,869) 2,206,503
Alliance Premier Growth Portfolio
- 211,715 shares (cost $4,101,524) 4,443,897
MFS Variable Insurance Trust
MFS Emerging Growth Series
- 157,233 shares (cost $2,346,335) 2,537,740
MFS Research Series
- 370,638 shares (cost $5,510,371) 5,852,371
Manning & Napier Insurance Fund, Inc.
Manning & Napier Small Cap Portfolio
- 463 shares (cost $5,125) 5,596
Manning & Napier Equity Portfolio
- 441 shares (cost $5,050) 5,598
SteinRoe Variable Investment Trust
SteinRoe Money Market Fund
- 3,418,082 shares (cost $3,418,082) 3,418,082
SteinRoe Special Venture Fund
- 157,763 shares (cost $3,011,139) 2,839,731
SteinRoe Balanced Fund
- 583,886 shares (cost $9,641,971) 9,815,131
SteinRoe Mortgage Securities Fund
- 517,100 shares (cost $5,325,438) 5,548,481
SteinRoe Growth Stock Fund
- 70,337 shares (cost $2,245,959) 2,541,265
Liberty Variable Investment Trust
Colonial Growth and Income Fund
- 782,071 shares (cost $11,597,854) 11,996,975
SteinRoe Global Utilities Fund
- 209,721 shares (cost $2,389,448) 2,499,879
Colonial International Fund for Growth
- 5,990,489 shares (cost $11,478,864) 10,663,071
Colonial Strategic Income Fund
- 858,054 shares (cost $9,584,408) 9,567,304
Colonial U.S. Stock Fund
- 685,510 shares (cost $10,660,010) 11,166,956
Newport Tiger Fund
- 1,282,209 shares (cost $2,644,447) 2,192,578
Liberty All-Star Equity Fund
- 2,207,644 shares (cost $22,085,610) 22,230,980
Total assets $113,941,538
Net assets
Variable annuity contracts (Note 5) $ 82,702,573
Annuity reserves (Note 2) 4,904,263
Due to Keyport Life Insurance Company (Note 2) 6,174,702
Retained by Keyport Life Insurance Company (Note 2) 20,160,000
Total net assets $113,941,538
See accompanying notes.
KEYPORT LIFE INSURANCE COMPANY - VARIABLE ACCOUNT A
Statement of Operations and Changes in Net Assets For the Year Ended
December 31, 1997
and the Period from January 30, 1996 to December 31, 1996
Alger American Alger American Small
Growth Portfolio Capitalization Portfolio
1997 1996 1997 1996
Income
Dividends $ 7,036 $ - $ 19,970 $ -
Expenses (Note 3)
Mortality and expense
risk and administrative
charges 15,446 50 6,420 31
Net investment income
(expense) (8,410) (50) 13,550 (31)
Realized gain (loss) 4,303 - 884 -
Unrealized appreciation
(depreciation) during
the period 142,736 (1,217) 80,144 373
Net increase (decrease)
in net assets from
operations 138,629 (1,267) 94,578 342
Purchase payments from
contract owners 2,181,692 89,502 1,243,346 67,825
Transfers between
accounts 460,219 142 448,258 (129)
Contract terminations
and annuity payouts (346,642) (50) (37,571) (31)
Other transfers (to)
from Keyport Life
Insurance Company 46,506 50 23,970 31
Net increase in net
assets from contract
transactions 2,341,775 89,644 1,678,003 67,696
Net assets at beginning
of period 88,377 - 68,038 -
Net assets at end of
period $2,568,781 $ 88,377 $1,840,619 $ 68,038
See accompanying notes.
KEYPORT LIFE INSURANCE COMPANY - VARIABLE ACCOUNT A
Statement of Operations and Changes in Net Assets For the Year Ended
December 31, 1997
and the Period from January 30, 1996 to December 31, 1996
Alliance Global Alliance Premier
Bond Portfolio Growth Portfolio
1997 1996 1997 1996
Income
Dividends $ 46,153 $ - $ 1,673 $ -
Expenses (Note 3)
Mortality and expense
risk and administrative
charges 13,195 16 23,650 25
Net investment income
(expense) 32,958 (16) (21,977) (25)
Realized gain (loss) (569) - 1,545 -
Unrealized appreciation
(depreciation) during
the period 567 67 342,779 (406)
Net increase (decrease)
in net assets from
operations 32,956 51 322,347 (431)
Purchase payments from
contract owners 2,259,490 36,537 3,624,819 51,575
Transfers between
accounts 113,704 381 544,957 701
Contract terminations
and annuity payouts (245,542) - (163,817) -
Other transfers (to)
from Keyport Life
Insurance Company 8,910 16 63,711 26
Net increase in net
assets from contract
transactions 2,136,562 36,934 4,069,670 52,311
Net assets at beginning
of period 36,985 - 51,880 -
Net assets at end of
period $2,206,503 $ 36,985 $4,443,897 $ 51,880
See accompanying notes.
KEYPORT LIFE INSURANCE COMPANY - VARIABLE ACCOUNT A
Statement of Operations and Changes in Net Assets For the Year Ended
December 31, 1997
and the Period from January 30, 1996 to December 31, 1996
MFS Emerging MFS Research
Growth Series Series
1997 1996 1997 1996
Income
Dividends $ - $ - $ - $ -
Expenses (Note 3)
Mortality and expense
risk and administrative
charges 16,111 26 37,551 55
Net investment income
(expense) (16,111) (26) (37,551) (55)
Realized gain (loss) 3,701 - 9,594 -
Unrealized appreciation
(depreciation) during
the period 192,521 (1,116) 343,416 (1,416)
Net increase (decrease)
in net assets from
operations 180,111 (1,142) 315,459 (1,471)
Purchase payments from
contract owners 2,160,760 56,838 5,140,002 111,137
Transfers between
accounts 168,202 (766) 453,781 2,100
Contract terminations
and annuity payouts (66,034) - (237,046) -
Other transfers (to)
from Keyport Life
Insurance Company 39,745 26 68,355 54
Net increase in net
assets from contract
transactions 2,302,673 56,098 5,425,092 113,291
Net assets at beginning
of period 54,956 - 111,820 -
Net assets at end of
period $2,537,740 $ 54,956 $5,852,371 $111,820
See accompanying notes.
KEYPORT LIFE INSURANCE COMPANY - VARIABLE ACCOUNT A
Statement of Operations and Changes in Net Assets For the Year Ended
December 31, 1997
and the Period from January 30, 1996 to December 31, 1996
Manning & Napier Manning & Napier
Small Cap Portfolio Equity Portfolio
1997 1996 1997 1996
Income
Dividends $ - $ - $ 11 $ -
Expenses (Note 3)
Mortality and expense
risk and administrative
charges 22 - 21 -
Net investment income
(expense) (22) - (10) -
Realized gain (loss) - - - -
Unrealized appreciation
(depreciation) during
the period 348 123 533 15
Net increase (decrease)
in net assets from
operations 326 123 523 15
Purchase payments from
contract owners - 2,500 - 2,500
Transfers between
accounts 2,632 15 2,534 26
Contract terminations
and annuity payouts - - - -
Other transfers (to)
from Keyport Life
Insurance Company - - - -
Net increase in net
assets from contract
transactions 2,632 2,515 2,534 2,526
Net assets at beginning
of period 2,638 - 2,541 -
Net assets at end of
period $ 5,596 $ 2,638 $ 5,598 $ 2,541
See accompanying notes.
KEYPORT LIFE INSURANCE COMPANY - VARIABLE ACCOUNT A
Statement of Operations and Changes in Net Assets For the Year Ended
December 31, 1997
and the Period from January 30, 1996 to December 31, 1996
SteinRoe Money SteinRoe Special
Market Fund Venture Fund
1997 1996 1997 1996
Income
Dividends $ 88,861 $ 86 $ 272,821 $ -
Expenses (Note 3)
Mortality and expense
risk and administrative
charges 22,431 12 19,873 34
Net investment income
(expense) 66,430 74 252,948 (34)
Realized gain (loss) - - 2,563 -
Unrealized appreciation
(depreciation) during
the period - - (171,408) -
Net increase (decrease)
in net assets from
operations 66,430 74 84,103 (34)
Purchase payments from
contract owners 4,086,249 21,129 2,598,769 59,199
Transfers between
accounts (210,857) 402 312,995 (180)
Contract terminations
and annuity payouts (507,784) - (213,965) -
Other transfers (to)
from Keyport Life
Insurance Company (37,573) 12 (1,190) 34
Net increase in net
assets from contract
transactions 3,330,035 21,543 2,696,609 59,053
Net assets at beginning
of period 21,617 - 59,019 -
Net assets at end of
period $3,418,082 $ 21,617 $2,839,731 $ 59,019
See accompanying notes.
KEYPORT LIFE INSURANCE COMPANY - VARIABLE ACCOUNT A
Statement of Operations and Changes in Net Assets For the Year Ended
December 31, 1997
and the Period from January 30, 1996 to December 31, 1996
SteinRoe SteinRoe Mortgage
Balanced Fund Securities Fund
1997 1996 1997 1996
Income
Dividends $ 562,770 $ - $ - $ 9,327
Expenses (Note 3)
Mortality and expense
risk and administrative
charges 70,541 76 39,014 67
Net investment income
(expense) 492,229 (76) (39,014) 9,260
Realized gain (loss) 38,346 - 5,479 -
Unrealized appreciation
(depreciation) during
the period 173,160 - 232,370 (9,327)
Net increase (decrease)
in net assets from
operations 703,735 (76) 198,835 (67)
Purchase payments from
contract owners 9,462,383 129,902 4,838,331 114,880
Transfers between
accounts 193,953 232 886,826 623
Contract terminations
and annuity payouts (672,546) - (484,716) -
Other transfers (to)
from Keyport Life
Insurance Company (2,528) 76 (6,298) 67
Net increase in net
assets from contract
transactions 8,981,262 130,210 5,234,143 115,570
Net assets at beginning
of period 130,134 - 115,503 -
Net assets at end of
period $9,815,131 $130,134 $5,548,481 $115,503
See accompanying notes.
KEYPORT LIFE INSURANCE COMPANY - VARIABLE ACCOUNT A
Statement of Operations and Changes in Net Assets For the Year Ended
December 31, 1997
and the Period from January 30, 1996 to December 31, 1996
SteinRoe Growth Colonial Growth
Stock Fund and Income Fund
1997 1996 1997 1996
Income
Dividends $ 55,649 $ - $ 1,106,861 $ 16,380
Expenses (Note 3)
Mortality and expense
risk and administrative
charges 18,450 14 85,976 152
Net investment income
(expense) 37,199 (14) 1,020,885 16,228
Realized gain (loss) 7,640 - 1,229 -
Unrealized appreciation
(depreciation) during
the period 295,306 - 415,501 (16,380)
Net increase (decrease)
in net assets from
operations 340,145 (14) 1,437,615 (152)
Purchase payments from
contract owners 1,911,470 23,757 10,591,566 259,571
Transfers between
accounts 356,189 (7) 497,551 1,038
Contract terminations
and annuity payouts (88,499) - (814,237) -
Other transfers (to)
from Keyport Life
Insurance Company (1,790) 14 23,871 152
Net increase in net
assets from contract
transactions 2,177,370 23,764 10,298,751 260,761
Net assets at beginning
of period 23,750 - 260,609 -
Net assets at end of
period $2,541,265 $ 23,750 $11,996,975 $260,609
See accompanying notes.
KEYPORT LIFE INSURANCE COMPANY - VARIABLE ACCOUNT A
Statement of Operations and Changes in Net Assets For the Year Ended
December 31, 1997
and the Period from January 30, 1996 to December 31, 1996
SteinRoe Global Colonial International
Utilities Fund Fund for Growth
1997 1996 1997 1996
Income
Dividends $ 180,945 $ 1,226 $ 403,055 $ 8,228
Expenses (Note 3)
Mortality and expense
risk and administrative
charges 16,814 16 73,074 78
Net investment income
(expense) 164,131 1,210 329,981 8,150
Realized gain (loss) 14,318 - (1,137) -
Unrealized appreciation
(depreciation) during
the period 111,657 (1,226) (807,565) (8,228)
Net increase (decrease)
in net assets from
operations 290,106 (16) (478,721) (78)
Purchase payments from
contract owners 2,094,656 26,950 9,865,737 134,121
Transfers between
accounts 306,662 502 1,902,103 119
Contract terminations
and annuity payouts (217,417) - (758,352) -
Other transfers (to)
from Keyport Life
Insurance Company (1,580) 16 (1,936) 78
Net increase in net
assets from contract
transactions 2,182,321 27,468 11,007,552 134,318
Net assets at beginning
of period 27,452 - 134,240 -
Net assets at end of
period $2,499,879 $ 27,452 $10,663,071 $134,240
See accompanying notes.
KEYPORT LIFE INSURANCE COMPANY - VARIABLE ACCOUNT A
Statement of Operations and Changes in Net Assets For the Year Ended
December 31, 1997
and the Period from January 30, 1996 to December 31, 1996
Colonial Strategic Colonial
Income Fund U.S. Stock Fund
1997 1996 1997 1996
Income
Dividends $ 422,411 $ 20,017 $ 930,220 $ 7,965
Expenses (Note 3)
Mortality and expense
risk and administrative
charges 65,183 125 77,827 79
Net investment income
(expense) 357,228 19,892 852,393 7,886
Realized gain (loss) 1,156 - 12,679 -
Unrealized appreciation
(depreciation) during
the period 2,913 (20,017) 514,911 (7,965)
Net increase (decrease)
in net assets from
operations 361,297 (125) 1,379,983 (79)
Purchase payments from
contract owners 9,201,396 214,591 8,438,980 135,230
Transfers between
accounts 702,657 1,516 1,799,621 411
Contract terminations
and annuity payouts (908,548) - (621,133) -
Other transfers (to)
from Keyport Life
Insurance Company (5,605) 125 33,864 79
Net increase in net
assets from contract
transactions 8,989,900 216,232 9,651,332 135,720
Net assets at beginning
of period 216,107 - 135,641 -
Net assets at end of
period $9,567,304 $216,107 $11,166,956 $135,641
See accompanying notes.
KEYPORT LIFE INSURANCE COMPANY - VARIABLE ACCOUNT A
Statement of Operations and Changes in Net Assets For the Year Ended
December 31, 1997
and the Period from January 30, 1996 to December 31, 1996
Newport Liberty All-Star
Tiger Fund Equity Fund*
1997 1996 1997
Income
Dividends $ 14,295 $ 1,057 $ 21,113
Expenses (Note 3)
Mortality and expense
risk and administrative
charges 18,422 57 913
Net investment income
(expense) (4,127) 1,000 20,200
Realized gain (loss) (22,847) - -
Unrealized appreciation
(depreciation) during
the period (450,812) (1,057) 145,370
Net increase (decrease)
in net assets from
operations (477,786) (57) 165,570
Purchase payments from
contract owners 2,256,281 96,510 722,965
Transfers between
accounts 345,389 108 1,212,627
Contract terminations
and annuity payouts (54,826) - (15,331)
Other transfers (to)
from Keyport Life
Insurance Company 26,902 57 20,145,149
Net increase in net
assets from contract
transactions 2,573,746 96,675 22,065,410
Net assets at beginning
of period 96,618 - -
Net assets at end of
period $2,192,578 $ 96,618 $22,230,980
* Commenced operations November 15, 1997
See accompanying notes.
KEYPORT LIFE INSURANCE COMPANY - VARIABLE ACCOUNT A
Statement of Operations and Changes in Net Assets For the Year Ended
December 31, 1997
and the Period from January 30, 1996 to December 31, 1996
Total Total
1997 1996
Income
Dividends $ 4,133,844 $ 64,286
Expenses (Note 3)
Mortality and expense
risk and administrative
charges 620,934 913
Net investment income
(expense) 3,512,910 63,373
Realized gain (loss) 78,884 -
Unrealized appreciation
(depreciation) during
the period 1,564,447 (67,777)
Net increase (decrease)
in net assets from
operations 5,156,241 (4,404)
Purchase payments from
contract owners 82,678,892 1,634,254
Transfers between
accounts 10,500,003 7,243
Contract terminations
and annuity payouts (6,454,006) (81)
Other transfers (to)
from Keyport Life
Insurance Company 20,422,483 913
Net increase in net
assets from contract
transactions 107,147,372 1,642,329
Net assets at beginning
of period 1,637,925 -
Net assets at end of
period $113,941,538 $ 1,637,925
See accompanying notes.
KEYPORT LIFE INSURANCE COMPANY - VARIABLE ACCOUNT A
Notes to Financial Statements
December 31, 1997
1. Organization
Variable Account A (the "Variable Account"), was established on January 30,
1996 as a segregated investment account of Keyport Life Insurance Company
(the "Company"). The Variable Account is registered with the Securities
and Exchange Commission as a Unit Investment Trust under the Investment
Company Act of 1940 and invests in shares of eligible funds. The Variable
Account is a funding vehicle for group and individual variable annuity
contracts. The Variable Account currently offers two contracts,
distinguished principally by the level of expenses, surrender charges, and
eligible fund options. The two contracts and their respective eligible
fund options are as follows:
Keyport Advisor Variable Annuity Manning & Napier Variable Annuity
Alger American Fund: Manning & Napier Insurance Fund, Inc:
Alger American Growth Portfolio Manning & Napier Small Cap Portfolio
Alger American Small Capitalization Manning & Napier Equity Portfolio
Portfolio Manning & Napier Moderate Growth
Portfolio
Manning & Napier Growth Portfolio
MFS Variable Insurance Trust: Manning & Napier Maximum Horizon
MFS Emerging Growth Series Portfolio
MFS Research Series Manning & Napier Bond Portfolio
SteinRoe Variable Investment Trust (SRVIT):
Stein Roe Money Market Fund
Stein Roe Special Venture Fund
Stein Roe Balanced Fund
Stein Roe Mortgaged Securities Fund
Stein Roe Growth Stock Fund
Liberty Variable Investment Trust (LVIT) (formerly Keyport Variable
Investment Trust):
Colonial Growth and Income Fund
SteinRoe Global Utilities Fund
Colonial International Fund for Growth
Colonial Strategic Income Fund
Colonial U.S. Stock Fund
Newport Tiger Fund
Liberty All-Star Equity Fund
Alliance Variable Products Series Fund, Inc:
Alliance Global Bond Portfolio
Alliance Premier Growth Portfolio
KEYPORT LIFE INSURANCE COMPANY - VARIABLE ACCOUNT A
Notes to Financial Statements (continued)
1. Organization (continued)
On December 6, 1996, the fund name Colonial-Keyport U.S. Fund for Growth
was changed to Colonial-Keyport U.S. Stock Fund. On November 15, 1997, the
fund names for Cash Income Fund, Capital Appreciation Fund, Managed Assets
Fund, Mortgage Securities Income Fund and Managed Growth Stock Fund were
changed to SteinRoe Money Market Fund, SteinRoe Special Venture Fund,
SteinRoe Balanced Fund, SteinRoe Mortgage Securities Fund and SteinRoe
Growth Stock Fund, respectively. Also on November 15, 1997, the fund names
for Colonial-Keyport Growth and Income Fund, Colonial-Keyport Utilities
Fund, Colonial-Keyport International Fund for Growth, Colonial-Keyport U.S.
Stock Fund, Colonial-Keyport Strategic Income Fund and Newport-Keyport
Tiger Fund were changed to Colonial Growth and Income Fund, SteinRoe Global
Utilities Fund, Colonial International Fund for Growth, Colonial U.S. Stock
Fund, Colonial Strategic Income Fund and Newport Tiger Fund, respectively.
2. Significant Accounting Policies
The accompanying financial statements have been prepared in accordance with
generally accepted accounting principles ("GAAP"). The preparation of
financial statements in conformity with GAAP requires management to make
estimates and assumptions that affect amounts reported therein. Although
actual results could differ from these estimates, any such differences are
expected to be immaterial to the Variable Account.
Shares of the eligible funds are sold to the Variable Account at the
reported net asset values. Transactions are recorded on the trade date.
Income from dividends is recorded on the ex-dividend date. Realized gains
and losses on sales of investments are computed on the basis of identified
cost of the investments sold.
Annuity reserves are computed for contracts in the income stage according
to the 1983a Individual Annuity Mortality Table. The assumed investment
rate is either 3.0%, 4.0%, 5.0% or 6.0% unless the annuitant elects
otherwise, in which case the rate may vary from 3.0% to 6.0%, as regulated
by the laws of the respective states. The mortality risk is fully borne by
the Company and may result in additional amounts being transferred into the
Variable Account by the Company.
Amounts due to Keyport Life Insurance Company represent mortality and
expense risk charges earned by the Company in 1997 but not transferred to
the Company until January 1998.
The net assets retained by the Company represent seed money shares invested
in certain sub-accounts required to commence operations. The seed money is
stated at market value (shares multiplied by net asset value per share).
The operations of the Variable Account are included in the federal income
tax return of the Company, which is taxed as a Life Insurance Company under
the provisions of the Internal Revenue Code. The Company anticipates no
tax liability resulting from the operations of the Variable Account.
Therefore, no provision for income taxes has been charged against the
Variable Account.
KEYPORT LIFE INSURANCE COMPANY - VARIABLE ACCOUNT A
Notes to Financial Statements (continued)
3. Expenses
Keyport Advisor Variable Annuity
There are no deductions made from purchase payments for sales charges at
the time of purchase. In the event of a contract termination, a contingent
deferred sales charge, based on a graded table of charges, is deducted. An
annual contract maintenance charge of $36 to cover the cost of contract
administration is deducted from each contractholder's account on the
contract anniversary date. Daily deductions are made from each sub-account
for assumption of mortality and expense risk at an effective annual rate of
1.25% of contract value. A daily deduction is also made for distribution
costs incurred by the Company at an effective annual rate of 0.15% of
contract value. For the Contact series Keyport Advisor Employee, the
effective annual rate for daily deductions for the assumption of mortality
and expense risk is 0.35%; no other charges apply.
Manning & Napier Variable Annuity
There are no deductions from purchase payments for sales charges at the
time of purchase. There are also no contingent deferred sales charges or
distribution charges. An annual contract maintenance charge of $35 to
cover the cost of contract administration is deducted from each
contractholder's account on the contract anniversary date. Daily
deductions are made from each sub-account for assumption of mortality and
expense risk at an effective annual rate of 0.35% of contract value.
4. Affiliated Company Transactions
Administrative services necessary for the operation of the Variable Account
are provided by the Company. The Company has absorbed all organizational
expenses including the fees of registering the Variable Account and its
contracts for distribution under federal and state securities laws.
SteinRoe & Farnham, Inc., an affiliate of the Company, is the investment
advisor to the SRVIT. Liberty Advisory Services Corporation (formerly
Keyport Advisory Services Corporation), a wholly-owned subsidiary of the
Company, is the investment advisor to the LVIT. Colonial Management
Associates, Inc., an affiliate of the Company, is the investment sub-
advisor to the LVIT. Keyport Financial Services Corp., a wholly-owned
subsidiary of the Company, is the principal underwriter for SRVIT and LVIT.
The investment advisors' compensation is derived from the mutual funds.
KEYPORT LIFE INSURANCE COMPANY - VARIABLE ACCOUNT A
Notes to Financial Statements (continued)
5. Unit Values
A summary of the accumulation unit values at December 31, 1997 and the
accumulation units and dollar value outstanding at December 31, 1997 are as
follows:
1996 1997
UNIT UNIT
VALUE VALUE UNITS DOLLARS
Alger American
Growth Portfolio
Keyport Advisor $ 9.900001 $ 12.277190 197,651.8440 $ 2,426,609
Employee - 12.187513 1,126.8070 13,733
Alger American
Small Capitalization
Portfolio
Keyport Advisor 10.064832 11.133567 161,530.0800 1,798,406
Employee - 11.771178 559.7980 6,589
Alliance Global
Bond Portfolio
Keyport Advisor 9.882608 9.811315 205,125.1470 2,012,547
Alliance Premier
Growth Portfolio
Keyport Advisor 10.197991 13.462574 317,794.3490 4,278,330
Employee - 12.945664 1,830.1810 23,693
MFS Emerging
Growth Series
Keyport Advisor 9.716229 11.680929 211,030.2340 2,465,029
Employee - 12.487521 893.3820 11,156
MFS Research Series
Keyport Advisor 9.978211 11.834080 476,726.2310 5,641,616
Employee - 11.567760 2,107.1950 24,376
Manning & Napier
Small Cap Portfolio
Keyport Advisor 10.713837 12.088643 244.7110 2,958
Manning & Napier
Equity Portfolio
Keyport Advisor 10.553923 12.774188 239.2930 3,057
SteinRoe Money
Market Fund
Keyport Advisor 13.288493 13.780309 141,307.6585 1,947,263
Employee - 12.034296 216.9429 2,611
SteinRoe Special
Venture Fund
Keyport Advisor 29.237169 31.085014 70,396.6380 2,188,280
Employee - 18.887039 434.8833 8,214
KEYPORT LIFE INSURANCE COMPANY - VARIABLE ACCOUNT A
Notes to Financial Statements (continued)
5. Unit Values (continued)
1996 1997
UNIT UNIT
VALUE VALUE UNITS DOLLARS
SteinRoe Balanced Fund
Keyport Advisor 21.263714 24.497018 334,687.6783 8,198,850
Employee - 16.476867 334.4144 5,510
SteinRoe Mortgage
Securities Fund
Keyport Advisor 16.621076 17.874172 278,722.7178 4,981,938
Employee - 12.883061 51.5966 665
SteinRoe Growth
Stock Fund
Keyport Advisor 27.242475 35.538075 62,290.5052 2,213,685
Employee - 22.305278 210.2543 4,690
Colonial Growth and
Income Fund
Keyport Advisor 15.216529 19.353674 567,111.3017 10,975,687
Employee - 20.146127 1,462.3641 29,461
SteinRoe Global
Utilities Fund
Keyport Advisor 12.095187 15.358133 152,453.0989 2,341,395
Colonial International
Fund for Growth
Keyport Advisor 10.074536 9.659572 968,792.4360 9,358,120
Employee - 10.293313 3,209.4245 33,036
Colonial Strategic
Income Fund
Keyport Advisor 12.642128 13.615795 559,013.2244 7,611,409
Employee - 14.021213 205.7553 2,885
Colonial U.S.
Stock Fund
Keyport Advisor 15.935084 20.780533 481,688.8629 10,009,751
Employee - 21.635681 533.4962 11,543
Newport Tiger Fund
Keyport Advisor 12.555053 8.525525 234,552.7128 1,999,685
Employee - 8.765513 1,537.8140 13,480
Liberty All-Star
Equity Fund
Keyport Advisor - 10.063176 180,236.9680 1,813,756
Employee - 10.075780 24,073.5060 242,560
5,640,383.5061 $82,702,573
KEYPORT LIFE INSURANCE COMPANY - VARIABLE ACCOUNT A
Notes to Financial Statements (continued)
6. Purchases and Sales of Securities
The cost of shares purchased and proceeds from shares sold by the Variable
Account during 1997 are shown below:
Purchases Sales
Alger American Growth Portfolio $ 2,650,509 $ 317,144
Alger American Small
Capitalization Portfolio 1,855,453 163,900
Alliance Global Bond Portfolio 2,685,989 516,469
Alliance Premier Growth Portfolio 4,418,548 370,855
MFS Emerging Growth Series 2,571,013 284,451
MFS Research Series 6,268,736 881,195
Manning & Napier Small Cap
Portfolio 2,637 27
Manning & Napier Equity
Portfolio 2,552 28
SteinRoe Money Market Fund 6,150,547 2,754,082
SteinRoe Special Venture Fund 4,905,812 1,956,255
SteinRoe Balanced Fund 11,750,379 2,276,888
SteinRoe Mortgage Securities Fund 5,751,538 556,409
SteinRoe Growth Stock Fund 3,514,107 1,299,538
Colonial Growth and Income Fund 13,254,478 1,934,842
SteinRoe Global Utilities Fund 2,913,439 566,987
Colonial International Fund
for Growth 12,113,765 776,232
Colonial Strategic Income Fund 10,063,285 716,157
Colonial U.S. Stock Fund 11,166,044 662,319
Newport Tiger Fund 3,080,449 510,830
Liberty All-Star Equity Fund 22,115,483 29,873
$127,234,763 $16,574,481
KEYPORT LIFE INSURANCE COMPANY - VARIABLE ACCOUNT A
Notes to Financial Statements (continued)
7. Diversification Requirements
Under the provisions of Section 817(h) of the Internal Revenue Code, a
variable annuity contract, other than a contract issued in connection with
certain types of employee benefit plans, will not be treated as an annuity
contract for federal tax purposes for any period for which the investments
of the segregated asset account on which the contract is based are not
adequately diversified. The Code provides that the "adequately
diversified" requirement may be met if the underlying investments satisfy
either a statutory safe harbor test or diversification requirements set
forth in regulations issued by the Secretary of Treasury.
The Internal Revenue Service has issued regulations under Section 817(h) of
the Code. The Company believes that the Variable Account satisfies the
current requirements of the regulations, and it intends that the Variable
Account will continue to meet such requirements.
8. Year 2000 (Unaudited)
The Variable Account, like other business organizations and individuals,
would be adversely affected if the Company's computer systems and those of
its service providers do not properly process and calculate date related
information and data from and after January 1, 2000. The Company has
substantially completed an inventory of its computer programs and assessed
its Year 2000 readiness. In addition, the Company has initiated
communications with third parties to determine the extent to which the
Company's interface systems are vulnerable to those third parties' failure
to remediate their own Year 2000 issues.
The Company believes that with modifications to existing software and
conversions to new software, the Year 2000 issue will not pose significant
operational problems for its computer systems. However, if such
modifications and conversions are not made, or are not timely completed, or
if the systems of the companies on which the Company's interface system
relies are not timely converted, the Year 2000 issue could have a material
impact on the operations of the Variable Account.
PART C
Item 24. Financial Statements and Exhibits
(a) Financial Statements:
Included in Part B:
Keyport Life Insurance Company:
Consolidated Balance Sheet - December 31, 1997 and 1996
Consolidated Income Statement for the years ended December 31,
1997, 1996 and 1995
Consolidated Statement of Stockholder's Equity for the years
ended December 31, 1997, 1996 and 1995
Consolidated Statement of Cash Flows for the years ended
December 31, 1997, 1996 and 1995
Notes to Consolidated Financial Statements
Variable Account A:
Statement of Assets and Liabilities - December 31, 1997 and 1996
Statement of Operations and Changes in Net Assets for the years
ended December 31, 1997 and 1996
Notes to Financial Statements
(b) Exhibits:
* (1) Resolution of the Board of Directors establishing Variable
Account A
(2) Not applicable
* (3a) Principal Underwriter's Agreement
* (3b) Specimen Agreement between Principal Underwriter and Dealer
*** (3c) Manning & Napier Broker/Dealer's Agreement
* (4a) Form of Group Variable Annuity Contract of Keyport Life
Insurance Company
* (4b) Form of Variable Annuity Certificate of Keyport Life
Insurance Company
* (4c) Form of Tax-Sheltered Annuity Endorsement
* (4d) Form of Individual Retirement Annuity Endorsement
* (4e) Form of Corporate/Keogh 401(a) Plan Endorsement
*** (4f) Specimen Group Variable Annuity Contract of Keyport Life
Insurance Company (M&N)
*** (4g) Specimen Variable Annuity Certificate of Keyport Life
Insurance Company (M&N)
**** (4h) Specimen Group Variable Annuity Contract of Keyport Life
Insurance Company (KA)
**** (4i) Specimen Variable Annuity Certificate of Keyport Life
Insurance Company (KA)
++ (4j) Form of Individual Variable Annuity Contract of Keyport
Life Insurance Company
++ (4k) Specimen Individual Variable Annuity Contract of Keyport
Life Insurance Company(KA)
++ (4l) Specimen Group Exchange Program Endorsement (KA)
++ (4m) Specimen Individual Exchange Program Endorsement (KA)
## (4n) Specimen Group Variable Annuity Contract of Keyport Life
Insurance Company (KAV)
## (4o) Specimen Variable Annuity Certificate of Keyport Life
Insurance Company (KAV)
## (4p) Specimen Individual Variable Annuity Contract of Keyport
Life Insurance Company (KAV)
* (5a) Form of Application for a Group Variable Annuity Contract
* (5b) Form of Application for a Group Variable Annuity Certificate
* (6a) Articles of Incorporation of Keyport Life Insurance Company
* (6b) By-Laws of Keyport Life Insurance Company
(7) Not applicable
** (8a) Form of Participation Agreement
*** (8b) Participation Agreement Among Manning & Napier Insurance
Fund, Inc., Manning & Napier Investor Services, Inc.,
Manning
& Napier Advisors, Inc., and Keyport Life Insurance Company
**** (8c) Participation Agreement Among MFS Variable Insurance Trust,
Keyport Life Insurance Company, and Massachusetts Financial
Services Corp.
**** (8d) Participation Agreement Among The Alger American Fund,
Keyport Life Insurance Company, and Fred Alger and Company,
Incorporated
**** (8e) Participation Agreement Among Alliance Variable Products
Series Fund, Inc., Alliance Fund Distributors, Inc.,
Alliance
Capital Management L.P., and Keyport Life Insurance Company
(8f) Participation Agreement By and Among AIM Variable Insurance
Funds, Inc., Keyport Life Insurance Company and Keyport
Financial Services Corp. (To be Filed by Amendment)
# (8g) Amended and Restated Participation Agreement By and Among
Keyport Variable Investment Trust, Keyport Financial
Services
Corp., Keyport Life Insurance Company and Liberty Life
Assurance Company of Boston
(8h) Amended and Restated Particpation Agreement By and Among
SteinRoe Variable Investment Trust, Keyport Financial
Services Corp., Keyport Life Insurance Company and Liberty
Life Assurance Company of Boston (To be Filed by Amendment)
+ (9) Opinion and Consent of Counsel
(10) Consents of Independent Auditors
(11) Not applicable
(12) Not applicable
## (13) Schedule for Computations of Performance Quotations
+++ (15) Chart of Affiliations
(16) Powers of Attorney
(27) Financial Data Schedule
* Incorporated by reference to Registration Statement (File No. 333-
1043)
filed on or about February 16, 1996.
** Incorporated by reference to Pre-Effective Amendment No. 1 to
Registration Statement (File No. 333-1043) filed on or about August
22,
1996.
*** Incorporated by reference to Pre-Effective Amendment No. 3 to
Registration Statement (File No. 333-1043) filed on or about October
15, 1996.
**** Incorporated by reference to Post-Effective Amendment No. 1 to the
Registration Statement (File No. 333-1043) filed on or about October
18, 1996.
+ Incorporated by reference to Post-Effective Amendment No. 4 to the
Registration Statement (File No. 333-1043) filed on or about May 1,
1997.
++ Incorporated by reference to Post-Effective Amendment No. 5 to the
Registration Statement (File No. 333-1043) filed on or about July 30,
1997.
+++ Incorporated by reference to Post-Effective Amendment No. 7 to the
Registration Statement (File No. 333-1043) filed on or about February
6, 1998.
++++ Incorporated by reference to Post-Effective Amendment No. 8 to the
Registration Statement (File No. 333-1043) filed on or about February
27, 1998.
# Incorporated by reference to Post-Effective Amendment No. 1 to the
Registration Statement on Form N-4 of Variable Account J of Liberty
Life Assurance Company of Boston (Files No. 333-29811; 811-08269)
filed on or about July 17, 1997.
## Incorporated by reference to Post-Effective Amendment No. 9 to the
Registration Statement (File No. 333-1043) filed on or about March
20, 1998.
Item 25. Directors and Officers of the Depositor.
Name and Principal Positions and Offices
Business Address* with Depositor
Kenneth R. Leibler, President Director and Chairman of the Board
Liberty Financial Companies Inc.
Federal Reserve Plaza, 24th Floor
600 Atlantic Avenue
Boston, MA 02110
Frederick Lippitt Director
The Providence Plan
740 Hospital Trust Building
15 Westminster Street
Providence, RI 02903
Mr. Robert C. Nyman Director
12 Cooke Street
Providence, RI 02906-2006
John W. Rosensteel President, Chief Executive Officer
and Director
Stephen B. Bonner Executive Vice President
Paul H. LeFevre, Jr. Executive Vice President
Bernard R. Beckerlegge Senior Vice President and General
Counsel
Bernhard M. Koch Senior Vice President and Chief
Financial Officer
Stewart R. Morrison Senior Vice President and Chief
Investment Officer
Francis E. Reinhart Senior Vice President and Chief
Information Officer
Mark R. Tully Senior Vice President and Chief
Sales Officer
Garth A. Bernard Vice President
Daniel C. Bryant Vice President and Assistant
Secretary
Clifford O. Calderwood Vice President
James P. Greaton Vice President and Corporate
Actuary
Jacob M. Herschler Vice President
Kenneth M. Hughes Vice President
James J. Klopper Vice President and Secretary
Leslie J. Laputz Vice President
Jeffrey J. Lobo Vice President - Risk Management
Suzanne E. Lyons Vice President - Human Resources
Jeffery J. Whitehead Vice President and Treasurer
Peter E. Berkeley Assistant Vice President
John G. Bonvouloir Assistant Vice President &
Assistant Treasurer
Judith A. Brookins Assistant Vice President
Paul R. Coady Assistant Vice President
Alan R. Downey Assistant Vice President
Kenneth M. LeClair Assistant Vice President
Gregory L. Lapsley Assistant Vice President
Scott E. Morin Assistant Vice President and
Controller
Michael J. Mulkern Assistant Vice President
Sean P. O'Brien Assistant Vice President
Robert J. Scheinerman Assistant Vice President
Edward M. Shea Assistant Vice President
Teresa M. Shumila Assistant Vice President
Daniel T. Smyth Assistant Vice President
Donald A. Truman Assistant Vice President and
Assistant Secretary
Ellen L. Wike Assistant Vice President
Daniel Yin Assistant Vice President
Frederick Lippitt Assistant Secretary
*125 High Street, Boston, Massachusetts 02110, unless noted otherwise.
Item 26. Persons Controlled by or Under Common Control with the Depositor
or Registrant.
The Depositor controls the Registrant, KMA Variable Account, Keyport
401 Variable Account, Keyport Variable Account I, and Keyport Variable
Account II, under the provisions of Rhode Island law governing the
establishment of these separate accounts of the Company.
The Depositor controls Keyport Financial Services Corp. (KFSC), a
Massachusetts corporation functioning as a broker/dealer of securities,
through 100% stock ownership. KFSC files separate financial statements.
The Depositor controls Liberty Advisory Services Corp. (LASC)
(formerly known as Keyport Advisory Services Corp.), a Massachusetts
corporation functioning as an investment adviser, through 100% stock
ownership. LASC files separate financial statements.
The Depositor controls Independence Life and Annuity Company
("Independence Life")(formerly Keyport America Life Insurance Company), a
Rhode Island corporation functioning as a life insurance company, through
100% stock ownership. Independence Life files separate financial
statements.
The Depositor controls American Benefit Life Insurance Company
("American Benefit"), a New York corporation functioning as a life
insurance company, through 100% stock ownership. American Benefit files
separate financial statements.
The chart for the affiliations of the Depositor is incorporated by
reference to Post-Effective Amendment No. 7 to Registration Statement (File
No. 333-1043) filed on or about February 6, 1998.
Item 27. Number of Contract Owners.
At April 1, 1998, there were 0 Qualified Contract Owners and 2 Non-
Qualified Contract Owners.
Item 28. Indemnification.
Directors and officers of the Depositor and the principal underwriter
are covered persons under Directors and Officers/Errors and Omissions
liability insurance policies issued by ICI Mutual Insurance Company,
Federal Insurance Company, Firemen's Fund Insurance Company, CNA and
Lumberman's Mutual Casualty Company. Insofar as indemnification for
liability arising under the Securities Act of 1933 may be permitted to
directors and officers under such insurance policies, or otherwise, the
Depositor has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as
expressed in the Act and is, therefore, unenforceable. In the event that a
claim for indemnification against such liabilities (other than the payment
by the Depositor of expenses incurred or paid by a director or officer in
the successful defense of any action, suit or proceeding) is asserted by
such director or officer in connection with the variable annuity contracts,
the Depositor will, unless in the opinion of its counsel the matter has
been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against
public policy as expressed in the Act and will be governed by the final
adjudication of such issue.
Item 29. Principal Underwriters.
Keyport Financial Services Corp. is also principal underwriter of the
SteinRoe Variable Investment Trust and Liberty Variable Investment Trust,
which offer eligible funds for variable annuity and variable life insurance
contracts.
The directors and officers are:
Name and Principal Position and Offices
Business Address* with Underwriter
John W. Rosensteel President, Director and Chairman of the
Board
James J. Klopper Director and Clerk
Francis E. Reinhart Director and Vice President,
Administration
Rogelio P. Japlit Treasurer
Paul T. Holman Assistant Clerk
Donald A. Truman Assistant Clerk
*125 High Street, Boston, Massachusetts 02110.
Item 30. Location of Accounts and Records.
Keyport Life Insurance Company, 125 High Street, Boston, Massachusetts
02110.
Item 31. Management Services.
Not applicable.
Item 32. Undertakings.
(a) Registrant undertakes to file a post-effective amendment to this
registration statement as frequently as is necessary to ensure that the
audited financial statements in the registration statement are never more
than 16 months old for so long as payments under the variable annuity
contracts may be accepted;
(b) Registrant undertakes to include either (1) as part of any
application to purchase a contract offered by the prospectus, a space that
an applicant can check to request a Statement of Additional Information, or
(2) a post card or similar written communication affixed to or included in
the prospectus that the applicant can remove to send for a Statement of
Additional Information; and
(c) Registrant undertakes to deliver any Statement of Additional
Information and any financial statements required to be made available
under this Form promptly upon written or oral request.
Representation
Depositor represents that the fees and charges deducted under the
contract, in the aggregate, are reasonable in relation to the services
rendered, the expenses expected to be incurred, and the risks assumed by
the Depositor. Further, this representation applies to each form of the
contract described in a prospectus and statement of additional information
included in this registration statement.
SIGNATURES
SIGNATURES
As required by the Securities Act of 1933 and the Investment Company
Act of 1940, the Registrant certifies that it meets the requirements of
Securities Act Rule 485(b) for effectiveness of this Registration Statement
and has duly caused this Registration Statement to be signed on its behalf,
in the City of Boston and Commonwealth of Massachusetts, on this 24th day
of April, l998.
Variable Account A
(Registrant)
BY: Keyport Life Insurance Company
(Depositor)
BY: /s/ John W. Rosensteel*
John W. Rosensteel
President
*BY: /s/James J. Klopper April 24, 1998
James J. Klopper Date
Attorney-in-Fact
* James J. Klopper has signed this document on the indicated date on
behalf of Mr. Rosensteel pursuant to power of attorney duly executed by him
and filed herewith as part of Exhibit 16.
As required by the Securities Act of 1933, this Registration Statement
has been signed below by the following persons in the capacities and on the
dates indicated.
/s/ Kenneth R. Leibler* /s/ John W. Rosensteel*
Kenneth R. Leibler John W. Rosensteel
Director and Chairman of the Board President
(Principal Executive Officer)
/s/ Frederick Lippett* /s/ Bernhard M. Koch*
Frederick Lippett Bernhard M. Koch
Director Senior Vice President
(Chief Financial Officer)
/s/ Robert C. Nyman*
Robert C. Nyman
Director
/s/ John W. Rosensteel*
John W. Rosensteel
Director
*BY: /s/ James J. Klopper April 24, 1998
James J. Klopper Date
Attorney-in-Fact
* James J. Klopper has signed this document on the indicated date on
behalf of each of the above Directors and Officers of the Depositor
pursuant to powers of attorney duly executed by such persons and filed
herewith as Exhibit 16.
EXHIBIT INDEX
Item Page
(10) Consents of Independent Auditors
(16) Powers of Attorney
(27) Financial Data Schedule
EXHIBIT (10)
CONSENT OF INDEPENDENT AUDITORS
We consent to the reference to our firm under the caption "Experts" in
the Statement of Additional Information and to the use of our reports dated
February 3, 1998, with respect to the consolidated financial statements of
Keyport Life Insurance Company, and March 13, 1998, with respect to the
financial statements of Keyport Life Insurance Company-Variable Account A,
included in this Post-Effective Amendment No. 10 to the Registration
Statement (Form N-4, Nos. 333-1043 and 811-7543).
/s/ERNST & YOUNG LLP
Boston, Massachusetts
April 24, 1998
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
The Board of Directors
Keyport Life Insurance Company:
We consent to the use of our report dated February 16, 1996 with respect to
the consolidated financial statements of Keyport Life Insurance Company and
subsidiaries included herein and to the reference to our firm under the
heading "Experts" in the Statement of Additional Information.
/s/KPMG Peat Marwick LLP
KPMG Peat Marwick LLP
Boston, Massachusetts
April 24, 1998
EXHIBIT (16)
LIMITED POWER OF ATTORNEY
I, Kenneth R. Leibler, a director and the Chairman of the Board of
Keyport Life Insurance Company, a corporation duly organized under the laws
of the State of Rhode Island, do hereby appoint John W. Rosensteel, Bernard
R. Beckerlegge and James J. Klopper, and each of them singly, my true and
lawful attorneys, with full power to them and each of them to sign for me
and in my name as a director and the Chairman of the Board of this Company
all documents required for registration of a security under the Securities
Act of 1933, as amended, all documents required to be filed under the
Securities Exchange Act of 1934, as amended, all documents required for
registration of an investment company under the Investment Company Act of
1940, as amended, and all other documents required to be filed with the
Securities and Exchange Commission under those three Acts and regulations
under the Acts.
Dated: March 27, 1998
/s/Cindy M. Leal /s/Kenneth Leibler
Signature of Witness Signature of Mr. Leibler
LIMITED POWER OF ATTORNEY
I, John W. Rosensteel, a director and the President and Chief
Executive Officer of Keyport Life Insurance Company, a corporation duly
organized under the laws of the State of Rhode Island, do hereby appoint
Bernard R. Beckerlegge and James J. Klopper, and each of them singly, my
true and lawful attorneys, with full power to them and each of them to sign
for me and in my name as a director and the President and Chief Executive
Officer of this Company all documents required for registration of a
security under the Securities Act of 1933, as amended, all documents
required to be filed under the Securities Exchange Act of 1934, as amended,
all documents required for registration of an investment company under the
Investment Company Act of 1940, as amended, and all other documents
required to be filed with the Securities and Exchange Commission under
those three Acts and regulations under the Acts.
Dated: April 2, 1998
/s/Elizabeth B. Love /s/John W. Rosensteel
Signature of Witness Signature of Mr. Rosensteel
LIMITED POWER OF ATTORNEY
I, Robert C. Nyman, a director of Keyport Life Insurance Company, a
corporation duly organized under the laws of the State of Rhode Island, do
hereby appoint John W. Rosensteel, Bernard R. Beckerlegge and James J.
Klopper, and each of them singly, my true and lawful attorneys, with full
power to them and each of them to sign for me and in my name as a director
of this Company all documents required for registration of a security under
the Securities Act of 1933, as amended, all documents required to be filed
under the Securities Exchange Act of 1934, as amended, all documents
required for registration of an investment company under the Investment
Company Act of 1940, as amended, and all other documents required to be
filed with the Securities and Exchange Commission under those three Acts
and regulations under the Acts.
Dated: April 2, 1998
/s/Thomas J. Pezzullo /s/Robert C. Nyman
Signature of Witness Signature of Mr. Nyman
LIMITED POWER OF ATTORNEY
I, Frederick Lippitt, a director of Keyport Life Insurance Company, a
corporation duly organized under the laws of the State of Rhode Island, do
hereby appoint John W. Rosensteel, Bernard R. Beckerlegge and James J.
Klopper, and each of them singly, my true and lawful attorneys, with full
power to them and each of them to sign for me and in my name as a director
of this Company all documents required for registration of a security under
the Securities Act of 1933, as amended, all documents required to be filed
under the Securities Exchange Act of 1934, as amended, all documents
required for registration of an investment company under the Investment
Company Act of 1940, as amended, and all other documents required to be
filed with the Securities and Exchange Commission under those three Acts
and regulations under the Acts.
Dated: April 2, 1998
/s/Helen A. Bryan /s/Frederick Lippett
Signature of Witness Signature of Mr. Lippitt
LIMITED POWER OF ATTORNEY
I, Bernhard M. Koch, a Senior Vice President and the Chief Financial
Officer of Keyport Life Insurance Company, a corporation duly organized
under the laws of the State of Rhode Island, do hereby appoint John W.
Rosensteel, Bernard R. Beckerlegge, and James J. Klopper, and each of them
singly, my true and lawful attorneys, with full power to them and each of
them to sign for me and in my name as Senior Vice President and the Chief
Financial Officer of this Company all documents required for registration
of a security under the Securities Act of 1933, as amended, all documents
required to be filed under the Securities Exchange Act of 1934, as amended,
all documents required for registration of an investment company under the
Investment Company Act of 1940, as amended, and all other documents
required to be filed with the Securities and Exchange Commission under
those three Acts and regulations under the Acts.
Dated: April 2, 1998
/s/Elizabeth B. Love /s/Bernhard M. Koch
Signature of Witness Signature of Mr. Koch
EXHIBIT (27)
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