As filed with the Securities and Exchange Commission on April 28, 1999.
Registration Nos. 333-1043
811-7543
==========================================================================
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. 19 [X]
and/or
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940
Amendment No. 29 [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 3, 1999 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.
==========================================================================
Exhibit Index on Page ____
<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
<PAGE>
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. . . . . . . . . .Definitions
3. . . . . . . . . .Summary of Certificate Features
Fee Table
Examples
Explanation of Fee Tables and Examples
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
<PAGE>
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
<PAGE>
This Amendment No. 19 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, to supplement the Registration Statement with a
separate prospectus and statement of additional information ("SAI"), and
related exhibits, describing a specific form of the Group and Individual
Flexible Premium Deferred Annuity Contracts. This Amendment relates only to
the prospectus, SAI and exhibits included in this Amendment and does not
otherwise delete, amend, or supersede any information contained in Post-
Effective Amendment Nos. 12, 16 and 18 to the Registration Statement.
<PAGE>
PART A
<PAGE>
May 3, 1999 Prospectus for
Keyport Advisor Variable Annuity
Including Eligible Fund Prospectuses for
THE ALGER AMERICAN FUND
ALLIANCE VARIABLE PRODUCTS SERIES FUND, INC.
LIBERTY VARIABLE INVESTMENT TRUST
MFS VARIABLE INSURANCE TRUST
STEINROE VARIABLE INVESTMENT TRUST
<PAGE>
Annuities are:
not insured by the FDIC;
not a deposit or other obligation of, or
guaranteed by, the depository institution;
subject to investment risks, including the
possible loss of principal amount invested.
<PAGE>
- ---------------------------------------------------------------------------
Prospectus for
The Keyport Advisor Variable Annuity
Group and Individual Flexible Purchase Payment
Deferred Variable Annuity Contracts
issued by
Variable Account A
of
Keyport Life Insurance Company
- ---------------------------------------------------------------------------
This prospectus describes the Keyport Advisor variable annuity group
Contracts and Certificates offered by Keyport Life Insurance Company. The
prospectus also offers the Certificates in the form of Individual
Contracts, where required by certain states. All discussion of Certificates
applies to the Contracts and Individual Contracts unless specified
otherwise.
Under the Certificate, you may elect to have value accumulate on a variable
or fixed basis. You may also elect to receive periodic annuity payments on
either a variable or a fixed basis. This prospectus generally describes
only the variable features of the Certificate. For a summary of the Fixed
Account and its features, see Appendix A. The Certificates are designed to
help you in your retirement planning. You may purchase them on a tax
qualified or non-tax qualified basis. Because they are offered on a
flexible payment basis, you are permitted to make multiple payments (except
in Oregon where they are offered only on a single purchase payment basis).
We will allocate your purchase payments to the investment options and the
Fixed Account in the proportions you choose. The Certificate currently
offers eighteen investment options, each of which is a Sub-account of
Variable Account A. Currently, you may choose among the following Eligible
Funds:
THE ALGER AMERICAN FUND: Alger American Growth Portfolio and Alger American
Small Capitalization Portfolio
ALLIANCE VARIABLE PRODUCTS SERIES FUND, INC.: Global Bond Portfolio and
Premier Growth Portfolio
LIBERTY VARIABLE INVESTMENT TRUST: Colonial Growth and Income Fund,
Variable Series; Colonial International Fund for Growth, Variable Series;
Colonial Strategic Income Fund, Variable Series; Colonial U.S. Stock Fund,
Variable Series; Liberty All-Star Equity Fund, Variable Series; Newport
Tiger Fund, Variable Series; and Stein Roe Global Utilities Fund, Variable
Series
MFS VARIABLE INSURANCE TRUST: MFS Emerging Growth Series and MFS Research
Series
STEINROE VARIABLE INVESTMENT TRUST: Stein Roe Balanced Fund, Variable
Series; Stein Roe Growth Stock Fund, Variable Series; Stein Roe Money
Market Fund, Variable Series; Stein Roe Mortgage Securities Fund, Variable
Series; and Stein Roe Special Venture Fund, Variable Series
You may not purchase a Certificate if either you or the Annuitant are 90
years old or older before we receive your application. You may not purchase
a tax-qualified Certificate if you or the Annuitant are 75 years old or
older before we receive your application (age 90 applies to Roth IRAs).
The purchase of a Contract or Certificate involves certain risks.
Investment performance of the Eligible Funds to which you may allocate
purchase payments may vary. We do not guarantee any minimum Certificate
Value for amounts allocated to the Eligible Funds. Benefits provided by
this Certificate, when based on the Fixed Account, may be subject to a
market value adjustment, which may result in an upward or downward
adjustment in withdrawal benefits, death benefits, settlement values,
transfers to Eligible Funds, or periodic income payments.
The Variable Account may offer other certificates with different features,
fees and charges, and other Sub-accounts which may invest in different or
additional mutual funds. Separate prospectuses and statements of additional
information will describe other certificates. The agent selling the
Certificates has information concerning the eligibility for and the
availability of the other certificates.
This prospectus contains important information about the Contracts and
Certificates you should know before investing. You should read it before
investing and keep it for future reference. We have filed a Statement of
Additional Information ("SAI") with the Securities and Exchange Commission.
The current SAI has the same date as this prospectus and is incorporated by
reference in this prospectus. You may obtain a free copy by writing us at
125 High Street, Boston, MA 02110, by calling (800) 437-4466, or by
returning the postcard on the back cover of this prospectus. A table of
contents for the SAI appears on page 38 of this prospectus.
The date of this prospectus is May 3, 1999.
The Securities and Exchange Commission has not approved or disapproved
these securities or determined if this prospectus is truthful or complete.
Any representation to the contrary is a criminal offense.
<PAGE>
TABLE OF CONTENTS
Page
Definitions 3
Summary of Certificate Features 4
Fee Table 6
Examples 8
Explanation of Fee Table and Examples 9
Condensed Financial Information 10
Performance Information 11
Keyport and the Variable Account 12
Purchase Payments and Applications 13
Investments of the Variable Account 13
Allocations of Purchase Payments 13
Eligible Funds 14
Transfer of Variable Account Value 16
Limits on Transfers 17
Substitution of Eligible Funds and Other Variable Account Changes 17
Deductions 18
Deductions for Certificate Maintenance Charge 18
Deductions for Mortality and Expense Risk Charge 18
Deductions for Daily Distribution Charge 19
Deductions for Contingent Deferred Sales Charge 19
Deductions for Transfers of Variable Account Value 20
Deductions for Premium Taxes 20
Deductions for Income Taxes 20
Total Variable Account Expenses 20
Other Services 20
The Certificates 22
Variable Account Value 22
Valuation Periods 23
Net Investment Factor 23
Modification of the Certificate 23
Right to Revoke 24
Death Provisions for Non-Qualified Certificates 24
Death Provisions for Qualified Certificates 26
Certificate Ownership 26
Assignment 27
Partial Withdrawals and Surrender 27
Annuity Provisions 27
Annuity Benefits 27
Annuity Option and Income Date 28
Change in Annuity Option and Income Date 28
Annuity Options 28
Variable Annuity Payment Values 30
Proof of Age, Sex, and Survival of Annuitant 30
Suspension of Payments 30
Year 2000 Matters 31
Tax Status 31
Introduction 31
Taxation of Annuities in General 32
Qualified Plans 34
Tax-Sheltered Annuities 34
Individual Retirement Annuities 35
Corporate Pension and Profit-Sharing Plans 35
Deferred Compensation Plans with Respect to
Service for State and Local Governments 35
Variable Account Voting Privileges 35
Sales of the Certificates 36
Legal Proceedings 37
Inquiries by Certificate Owners 37
Table of Contents--Statement of Additional Information 38
Appendix A--The Fixed Account (also known as the Modified
Guaranteed Annuity Account) 39
Appendix B--Telephone Instructions 43
<PAGE>
DEFINITIONS
Accumulation Unit: A unit of measurement which we use to calculate Variable
Account Value.
Annuitant: The natural person on whose life annuity benefits are based and
who will receive annuity payments starting on the Income Date.
Certificate Anniversary: Each anniversary of the Certificate Date.
Certificate Date: The date when the Certificate becomes effective.
Certificate Owner ("You"): The person(s) having the privileges of ownership
defined in the Certificate.
Certificate Value: The sum of the Variable Account Value and the Fixed
Account Value.
Certificate Withdrawal Value: The Certificate Value increased or decreased
by a limited market value adjustment less any premium taxes and certificate
maintenance charge and applicable contingent deferred sales charges.
Certificate Year: Each twelve-month period beginning on the Certificate
Date and each Certificate Anniversary thereafter.
Company ("We", "Us", "Our", "Keyport"): Keyport Life Insurance Company.
Covered Person: The person(s) identified in the Certificate whose death may
result in an adjustment of Certificate Value, a waiver of any contingent
deferred sales charges and a waiver of any market value adjustment or whose
medical stay in a hospital or nursing facility may allow the Certificate
Owner to be eligible for either a total or partial waiver of the contingent
deferred sales charge.
Designated Beneficiary: The person designated to receive any death benefits
under the Certificate.
Eligible Funds: The underlying mutual funds in which the Variable Account
invests.
Fixed Account: Part of our general account to which purchase payments or
Certificate Values may be allocated or transferred.
Fixed Account Value: The value of all Fixed Account amounts accumulated
under the Certificate prior to the Income Date.
Guarantee Period Anniversary: An anniversary of a Guarantee Period's Start
Date.
Guarantee Period Month: The first Guarantee Period Month is the monthly
period which begins on the Start Date. Later Guarantee Period Months begin
on the same day in the following months.
Guarantee Period Year: The twelve-month period which begins on the Start
Date. Guarantee Period Years thereafter begin on each Guaranteed Period
Anniversary.
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.
Qualified Certificate: Certificates issued under Qualified Plans.
Qualified Plan: A retirement plan which receives special tax treatment
under Sections 401, 403(b), 408(b) or 408A of the Internal Revenue Code
("Code") or a deferred compensation plan for a state and local government
or another tax exempt organization under Section 457 of the Code.
Start Date: The date money is first allocated to a Guarantee Period of the
Fixed Account.
Variable Account: Variable Account A which is a separate investment account
of the Company into which purchase payments under the Certificates may be
allocated. The Variable Account is divided into Sub-accounts which invest
in shares of an Eligible Fund.
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 us, signed by
you and a disinterested witness, and filed at our office.
SUMMARY OF CERTIFICATE FEATURES
Because this is a summary, it does not contain all of the information that
may be important to you. You should read the entire prospectus and
Statement of Additional Information before deciding to invest. Further,
individual state requirements, which are different from the information in
this prospectus, are described in supplements to this prospectus or in
endorsements to the Certificates.
The Certificate
The Certificate is a flexible premium deferred variable annuity
certificate. It is designed for retirement planning purposes. It allows
you to allocate purchase payments to and receive annuity payments from the
Variable Account and/or the Fixed Account.
The Variable Account is a separate investment account we maintain. If you
allocate payments to the Variable Account, your accumulation values and
annuity payments will fluctuate according to the investment performance of
the Eligible Funds chosen.
The Fixed Account is part of our "general account", which consists of all
our assets except the Variable Account and the assets of other separate
investment accounts we maintain. If you allocate payments to the Fixed
Account, your accumulation value will increase at guaranteed interest rates
and annuity payments will be of a fixed amount. Any surrender, withdrawal,
transfer or annuitization of your values in the Fixed Account may be
subject to a limited market value adjustment, which could increase or
decrease the applicable amount. (See Appendix A for more information on the
Fixed Account.)
If you allocate payments to both the Variable and the Fixed Accounts, then
the accumulation value and annuity payments will be variable in part and
fixed in part.
Purchase of the Certificate
You may (except in Oregon) make multiple purchase payments. The minimum
initial payment is $5,000. For individual retirement annuities the minimum
payment is $2,000. The minimum amount for each subsequent payment is $1,000
or a lesser amount as we may permit from time to time which is currently
$250. (See "Purchase Payments and Applications".)
Investment Choices
You can allocate and reallocate your investment among the Sub-accounts of
the Variable Account which in turn invest in the Eligible Funds. Each
Eligible Fund holds its assets separately from the assets of the other
Eligible Funds. Each has its own investment objectives and policies
described in the accompanying prospectuses for the Eligible Funds. Under
the Certificate, the Variable Account currently invests in the following:
The Alger American Fund ("Alger American Fund")
Alger American Growth Portfolio ("Alger Growth")
Alger American Small Capitalization Portfolio ("Alger Small Cap")
Alliance Variable Products Series Fund, Inc. ("Alliance Series Fund")
Global Bond Portfolio ("Alliance Global Bond")
Premier Growth Portfolio ("Alliance Premier Growth")
Liberty Variable Investment Trust ("Liberty Trust")
Colonial Growth and Income Fund, Variable Series ("Colonial Growth and
Income")
Colonial International Fund for Growth, Variable Series ("Colonial Int'l
Fund for Growth")
Colonial Strategic Income Fund, Variable Series ("Colonial Strategic
Income")
Colonial U.S. Stock Fund, Variable Series ("Colonial U.S Stock")
Liberty All-Star Equity Fund, Variable Series ("Liberty All-Star Equity")
Newport Tiger Fund, Variable Series ("Newport Tiger")
Stein Roe Global Utilities Fund, Variable Series ("Stein Roe Global
Utilities")
MFS Variable Insurance Trust ("MFS Trust")
MFS Emerging Growth Series ("MFS Emerging Growth")
MFS Research Series ("MFS Research")
SteinRoe Variable Investment Trust ("SteinRoe Trust")
Stein Roe Balanced Fund, Variable Series ("Stein Roe Balanced")
Stein Roe Growth Stock Fund, Variable Series ("Stein Roe Growth Stock")
Stein Roe Money Market Fund, Variable Series ("Stein Roe Money Market")
Stein Roe Mortgage Securities Fund, Variable Series ("Stein Roe Mortgage
Securities")
Stein Roe Special Venture Fund, Variable Series ("Stein Roe Special
Venture")
Fees and Charges
Contingent Deferred Sales Charge.
There are no sales charges at the time of your purchase payment. We may
deduct a charge in the event of a total or partial surrender. That charge
is based on a table of charges. See page 6. The charge will not exceed 7%
of that portion of the amount you surrender that represents purchase
payments you made during the seven years immediately preceding your request
for surrender. (See "Deductions for Contingent Deferred Sales Charge".)
Mortality and Expense Risk Charge.
We deduct a mortality and expense risk charge at an annual rate of 1.25% of
your average daily net asset value in the Variable Account. (See
"Deductions for Mortality and Expense Risk Charge".)
Distribution Charge.
We deduct a daily distribution charge at an annual rate of .15% of your
daily net asset value in the Variable Account. (See "Deductions for Daily
Distribution Charge".)
Certificate Maintenance Charge.
We deduct an annual $36 certificate maintenance charge from Variable
Account Value for administrative expenses. Prior to the Income Date, we
reserve the right to change this charge for future years. In certain
instances, we may waive this charge. (See "Deductions for Certificate
Maintenance Charge".)
Transfer Charge.
Currently, there is no transfer charge. However, the Certificate permits us
to charge you up to $25 for each transfer in excess of 12 in each year your
Certificate is In Force.
Premium taxes.
We charge premium taxes against your Certificate Value. Currently such
premium taxes range from 0% to 5.0%. (See "Deductions for Premium Taxes".)
Federal Income Taxes.
You will not pay federal income taxes on the increases in the value of your
Certificate. However, if you make a withdrawal, in the form of a lump sum
payment, annuity payment or make a gift or assignment, you will be subject
to federal income taxes on the increases in the value of your Certificate
and may also be subject to a 10% federal penalty tax. (See "Tax Status".)
Free Look
Generally, you may revoke the Certificate by returning it to us within 10
days after you receive it. For most states, we will refund your Certificate
Value, plus any distribution charges previously deducted, as of the date we
receive the returned Certificate. You will bear the investment risk during
the revocation period. In other states, we will return purchase payments.
You may ask us for the rules that apply to your state. (See "Right to
Revoke".)
FEE TABLE
Certificate Owner Transaction Expenses
Sales Load Imposed on Purchases: 0%
Maximum Contingent Deferred Sales Charge
(as a percentage of purchase payments): 7%
Years from Date of Payment Sales Charge
1 7%
2 6%
3 5%
4 4%
5 3%
6 2%
7 1%
8 or later 0%
Maximum Total Certificate Owner Transaction Expenses
(as a percentage of purchase payments): 7%
Annual Certificate Maintenance Charge $36
Variable Account Annual Expenses
(as a percentage of average net assets)
Mortality and Expense Risk Charge: 1.25%
Distribution Charge: .15%
Total Variable Account Annual Expenses: 1.40%
Alger American Fund, Alliance Series Fund, Liberty Trust,
MFS Trust, and SteinRoe Trust Annual Expenses1
(as a percentage of average net assets)
Management Other Total Fund
Fees Expenses Operating
(After Any (After Any Expenses (After
Waiver and/or Waiver and/or Any Waiver and/or
Fund Reimbursement)2 Reimbursement)2
Reimbursement)2
Alger Growth .75% .04% .79%
Alger Small Cap .85% .04% .89%
Alliance Global Bond .61%(.65%) .29%(.53%) .93%(1.18%)
Alliance Premier Growth .97%(1.00%) .09% 1.06%(1.09%)
Colonial Growth & Income .65% .11% .76%
Colonial Int'l Fund for Growth .90% .34% 1.24%
Colonial Strategic Income .65% .13% .78%
Colonial U.S. Stock .80% .10% .90%
Liberty All-Star Equity .80% .20%(.24%) 1.00%(1.04%)
Newport Tiger .90% .40% 1.30%
Stein Roe Global Utilities .65% .17% .82%
MFS Emerging Growth .75% .10% .85%
MFS Research .75% .11% .86%
Stein Roe Balanced .45% .20% .65%
Stein Roe Growth Stock .50% .20% .70%
Stein Roe Money Market .35% .27% .62%
Stein Roe Mortgage Securities .40% .30% .70%
Stein Roe Special Venture .50% .25% .75%
THE ABOVE EXPENSES FOR THE ELIGIBLE FUNDS WERE PROVIDED BY THE FUNDS. WE
HAVE NOT INDEPENDENTLY VERIFIED THE ACCURACY OF THE INFORMATION.
1All Trust and Fund expenses are for 1998. The Alliance Series Fund and
Liberty Trust (Liberty All-Star Equity only) expenses reflect such Fund's
or Trust's adviser's agreement to reimburse expenses above certain limits
(see footnote 2).
2The manager of Alger American Fund has agreed to reimburse Alger Growth
and Alger Small Cap to the extent that the annual operating expenses,
excluding interest, taxes, fees for brokerage services and extraordinary
expenses, exceed 1.50% of the average daily net assets of the fund for any
fiscal year. The Alger American Fund's manager was not required to
reimburse expenses as of the date of this prospectus.
The manager of Alliance Series Fund has agreed to continue voluntary
expense reimbursements for Alliance Global Bond and Alliance Premier Growth
for the foreseeable future. Each percentage shown in the parentheses is
what the expenses would be without any expense reimbursement: for Alliance
Global Bond--.65% for management fees, .53% for other expenses and 1.18%
for total expenses; and for Alliance Premier Growth--1.00% for management
fees and 1.09% for total expenses.
The manager of Liberty Trust has agreed until April 30, 2000 to reimburse
all expenses, including management fees, but excluding interest, taxes,
brokerage, and other expenses which are capitalized in accordance with
accepted accounting procedures, and extraordinary expenses, in excess of
the following percentage of average net assets of each Eligible Fund: 1.00%
for Colonial Growth & Income, Colonial U.S. Stock, Liberty All-Star Equity,
and Stein Roe Global Utilities; 1.75% for Colonial Int'l Fund for Growth
and Newport Tiger; and .80% for Colonial Strategic Income. Each percentage
shown in the parentheses is what the expenses would be without any expense
reimbursement: for Liberty All-Star Equity--.24% for other expenses and
1.04% for total expenses.
The manager of SteinRoe Trust has agreed until April 30, 2000 to reimburse
all expenses, including management fees, in excess of the following
percentage of the average net assets of each Eligible Fund: for Stein Roe
Balanced--.75%; for Stein Roe Growth Stock and Stein Roe Special Venture--
.80%; for Stein Roe Mortgage Securities--.70%; and for Stein Roe Money
Market--.65%. The SteinRoe Trust's manager was not required to reimburse
expenses as of the date of this prospectus.
EXAMPLES
Example #1 - If you surrender your Certificate at the end of the periods
shown you would pay the following expenses on a $1,000 investment, assuming
5% annual return on assets.
Sub-account 1 Year 3 Years 5 Years 10 Years
Alger Growth $ 92 $120 $158 $310
Alger Small Cap 93 123 163 322
Alliance Global Bond 93 124 165 327
Alliance Premier Growth 95 128 173 344
Colonial Growth & Income 92 119 156 306
Colonial Int'l Fund for Growth 96 134 183 366
Colonial Strategic Income 92 120 157 308
Colonial U.S. Stock 93 123 164 324
Liberty All-Star Equity 94 126 169 336
Newport Tiger 97 135 186 374
Stein Roe Global Utilities 92 121 159 313
MFS Emerging Growth 93 122 161 317
MFS Research 93 122 162 319
Stein Roe Balanced 91 116 150 291
Stein Roe Growth Stock 91 117 153 298
Stein Roe Money Market 90 115 148 288
Stein Roe Mortgage Securities 91 117 153 298
Stein Roe Special Venture 92 119 155 304
Example #2 - If you annuitize or if you do not surrender your Certificate
at the end of the periods shown, you would pay the following expenses on a
$1,000 investment, assuming 5% annual return on assets.
Sub-Account 1 Year 3 Years 5 Years 10 Years
Alger Growth 22 71 128 310
Alger Small Cap 23 74 133 322
Alliance Global Bond 23 75 135 327
Alliance Premier Growth 25 79 143 344
Colonial Growth & Income 22 70 126 306
Colonial Int'l Fund for Growth 26 85 153 366
Colonial Strategic Income 22 71 127 308
Colonial U.S. Stock 23 74 134 324
Liberty All-Star Equity 24 78 139 336
Newport Tiger 27 87 156 374
Stein Roe Global Utilities 22 72 129 313
MFS Emerging Growth 23 73 131 317
MFS Research 23 73 132 319
Stein Roe Balanced 21 66 120 291
Stein Roe Growth Stock 21 68 123 298
Stein Roe Money Market 20 66 118 288
Stein Roe Mortgage Securities 21 68 123 298
Stein Roe Special Venture 22 70 125 304
EXPLANATION OF FEE TABLE AND EXAMPLES
The purpose of the fee table is to illustrate the expenses you may directly
or indirectly bear under a Certificate. The table reflects expenses of the
Variable Account as well as the Eligible Funds. You should read
"Deductions" in this prospectus and the sections relating to expenses of
the Eligible Funds in their prospectuses. The examples do not include any
taxes or tax penalties you may be required to pay if you surrender your
Certificate.
We deduct contingent deferred sales charges only if you totally or
partially surrender the Certificate. You will not incur a surrender charge
in the following instances:
1. In the first Certificate Year, you may withdraw an aggregate
amount up to the Certificate's earnings. Earnings equal the
Certificate Value at the time of withdrawal less the portion of
the purchase payments not previously withdrawn.
2. In the second and later Certificate Years you may withdraw:
(a) earnings, and
(b) an amount up to (i) 10% of the Certificate Value as of the
preceding Certificate Anniversary, (ii) less earnings.
The examples assume you did not make any transfers. We reserve the right to
impose a transfer fee after we notify you. Currently, we do not impose any
transfer fee. Premium taxes are not shown. We deduct the amount of any
premium taxes (which range from 0% to 5%) from Certificate Value upon full
surrender, death or annuitization.
We waive the certificate maintenance charge on the first Certificate
Anniversary and in certain other instances.
The fee table and examples should not be considered a representation of
past or future expenses and charges of the Sub-accounts. Your actual
expenses may be greater or less than those shown. Similarly, the 5% annual
rate of return assumed in the example is not an estimate or a guarantee of
future investment performance. See "Deductions" in this prospectus,
"Management of the Fund" in the prospectuses for Alger American Fund and
the Alliance Series Fund, "Trust Management Organizations" and "Expenses of
the Funds" in the prospectus for Liberty Trust, "Management of the Series"
and "Expenses" in the prospectus for MFS Trust, and "How the Funds are
Managed" in the prospectus for SteinRoe Trust.
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
Alger Growth $12.277 $17.928 1,103,433 1998
9.900 12.277 197,652 1997
10.000 9.900 8,927 1996
Alger Small Cap 11.134 12.685 650,319 1998
10.065 11.134 161,530 1997
10.000 10.065 6,760 1996
Alliance Global Bond 9.811 11.042 915,527 1998
9.883 9.811 205,125 1997
10.000 9.883 3,744 1996
Alliance Premier Growth 13.463 19.646 2,327,577 1998
10.198 13.463 317,794 1997
10.000 10.198 5,012 1996
Colonial Growth & Income 19.354 21.211 2,102,020 1998
15.217 19.354 567,111 1997
15.014 15.217 17,117 1996
Colonial Int'l Fund for 9.660 10.761 2,761,742 1998
Growth 10.075 9.660 968,792 1997
10.237 10.075 13,317 1996
Colonial Strategic Income 13.616 14.237 3,092,643 1998
12.642 13.616 559,013 1997
12.538 12.642 17,084 1996
Colonial U.S. Stock 20.781 24.622 2,060,242 1998
15.935 20.781 481,689 1997
15.824 15.935 8,507 1996
Newport Tiger 8.526 7.867 521,030 1998
12.555 8.526 234,553 1997
12.440 12.555 7,691 1996
Liberty All-Star Equity 10.063 11.777 1,394,639 1998
10.000 10.063 180,237 1997
(Not available before November 1997)
Stein Roe Global Utilities 15.358 17.923 806,562 1998
12.095 15.358 152,453 1997
11.914 12.095 2,268 1996
MFS Emerging Growth 11.680 15.455 1,086,256 1998
9.716 11.680 211,030 1997
10.000 9.716 5,714 1996
MFS Research 11.834 14.400 1,664,675 1998
9.978 11.834 476,726 1997
10.000 9.978 11,120 1996
Stein Roe Balanced 24.497 27.188 1,446,830 1998
21.264 24.497 334,688 1997
21.207 21.264 6,116 1996
Stein Roe Growth Stock 35.538 44.829 546,512 1998
27.242 35.538 62,291 1997
27.602 27.242 871 1996
Stein Roe Money Market 13.780 14.284 1,742,449 1998
13.288 13.780 141,308 1997
13.231 13.288 1,619 1996
Stein Roe Mortgage 17.874 18.826 1,211,092 1998
Securities 16.621 17.874 278,723 1997
16.636 16.621 6,945 1996
Stein Roe Special Venture 31.085 25.351 223,807 1998
29.237 31.085 70,397 1997
28.254 29.237 2,017 1996
* 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 value is as of November 18, 1996, which is the date the Eligible
Fund Sub-account first became available, except for Liberty All-Star Equity
which became available in November, 1997.
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 an indicator of either past or future
performance of a Certificate.
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 Sub-account
over a given period of time.
Average annual total return information shows the average annual
compounding percentage applied to the value of an investment in the Sub-
account from the beginning of the measuring period to the end of that
period. This average annual total return reflects all historical investment
results, less all Sub-account and Certificate charges and deductions. This
would include any contingent deferred sales charge that would apply if you
surrendered the Certificate at the end of each period indicated. Average
total return is not reduced by any premium taxes. Average total return
would be less if these taxes were deducted.
In order to calculate average annual total return, we divide 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. We then annualize
the resulting total rate for the period to obtain the average annual
compounding percentage change during the period.
The Sub-accounts may present additional non-standardized total return
information computed on a different basis:
(a) First, the Sub-accounts may present total return information as
described above, except for the deduction for the contingent deferred sales
charge. This presentation assumes that the investment in the Certificate
continues beyond the period when the contingent deferred sales charge
applies. This is consistent with the long-term investment and retirement
objectives of the Certificate. The total return percentage will be higher
using this method than the standard method described above.
(b) Second, the Sub-accounts may present total return information as
described above, except there are no Certificate deductions for the
contingent deferred sales charge, the certificate maintenance charge and
premium tax charges. Because there are no charges deducted, the calculation
is simplified. We divide 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
twelve-month change rate. For longer periods it is a total rate for the
period. We annualize the total rate in order to obtain the average annual
percentage change in the Accumulation Unit value. The percentages would be
lower if these charges were included.
(c) Third, certain of the Eligible Funds have been available for other
variable annuity contracts prior to the beginning of the offering of the
Certificates described in this prospectus. Any performance information for
such periods will be based on the historical results of the Eligible Funds
and applying the fees and charges to the Certificate for the specified time
periods.
The Stein Roe Money Market 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 seven-day period. We annualize this
income by assuming that the amount of income generated by the investment
during that week is generated each week over a fifty-two week period. It is
shown as a percentage. The yield reflects the deduction of all charges
assessed against the Sub-account and a Certificate but does not include
contingent deferred sales charges and premium tax charges. The yield would
be lower if these charges were included.
We calculate the effective yield of the Stein Roe Money Market Sub-account
in a similar manner but, when annualizing the yield, we assume income
earned by the Sub-account is reinvested. This compounding effect causes
effective yield to be higher than yield.
KEYPORT AND THE VARIABLE ACCOUNT
We were incorporated in Rhode Island in 1957 as a stock life insurance
company. Our executive and administrative offices are at 125 High Street,
Boston, Massachusetts 02110. Our home office is at 695 George Washington
Highway, Lincoln, Rhode Island 02865.
We write individual life insurance and individual and group annuity
contracts on a non-participating basis. We are licensed to do business in
all states except New York and are also licensed in the District of
Columbia and the Virgin Islands. We are rated A (Excellent) by A.M. Best
and Company, independent analysts of the insurance industry. Standard &
Poor's ("S&P") rates us AA for very strong financial security, Moody's
rates us A2 for good financial strength and Duff & Phelps rates us AA- for
very high claims paying ability. The Best's A rating is in the second
highest rating category, which also includes a lower rating of 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 "2" modifier means that we are in the middle of the A category. The
Duff & Phelps "-" modifier signifies that we are at the lower end of the AA
category. These ratings reflect the opinion of the rating company as to our
relative financial strength and ability to meet contractual obligations to
our policyholders. Even though we hold the assets in the Variable Account
separately from our other assets, our ratings may still be relevant to you
since not all of our contractual obligations relate to payments based on
those segregated assets.
We are 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 we have chosen to participate in
IMSA's Life Insurance Ethical Market Conduct Program.
We are indirectly owned by Liberty Financial Companies, Inc. and are
ultimately controlled by Liberty Mutual Insurance Company of Boston,
Massachusetts, a multi-line insurance and financial services institution.
We established the Variable Account 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 mean the Securities and Exchange Commission
supervises us or the management of the Variable Account.
Obligations under the Certificates are our obligations. Although the assets
of the Variable Account are our property, these assets are held separately
from our other assets and are not chargeable with liabilities arising out
of any other business we 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 we may conduct.
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. You may make additional purchase payments. Each subsequent
purchase payment must be at least $1,000 or any lesser amount we may
permit, which is currently $250. We may reject any purchase payment or any
application.
If your application for a Certificate is complete and amounts are to be
allocated to the Variable Account, we will apply your initial purchase
payment to the Variable Account within two business days of receipt. If the
application is incomplete, we will notify you and try to complete it within
five business days. If it is not complete at the end of this period, we
will inform you of the reason for the delay. The purchase payment will be
returned immediately unless you specifically consent to our 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.
We will send you a written notification showing the allocation of all
purchase payments and the re-allocation of values after any transfer you
have requested. You must notify us immediately of any error.
We will permit others to act on your behalf in certain instances,
including:
o We will accept an application for a Certificate signed by an
attorney-in-fact if we receive a copy of the power of attorney
with the application.
o We will issue a Certificate to replace an existing life
insurance or annuity policy that we or an affiliated company
issued even though we did not previously receive a signed
application from you.
Certain dealers or other authorized persons such as employers and Qualified
Plan fiduciaries may inform us of your responses to application questions
by telephone or by order ticket and cause the initial purchase payment to
be paid to us. If the information is complete, we will issue the
Certificate with a copy of an application containing that information. We
will send you the Certificate and a letter so you may review the
information and notify us of any errors. We may request you to confirm that
the information is correct by signing a copy of the application or a
Certificate delivery receipt. We will send you a written notice confirming
all purchases. Our liability under any Certificate relates only to amounts
so confirmed.
INVESTMENTS OF THE VARIABLE ACCOUNT
Allocations of Purchase Payments
We will invest the purchase payments you applied to the Variable Account in
the Eligible Fund Sub-accounts chosen by you. Your selection must specify
the percentage of the purchase payment that is allocated to each Sub-
account or must specify the asset allocation model selected. (See "Other
Services, The Programs".) The percentage for each Sub-account, if not zero,
must be at least 5% and a whole number. You may change the allocation
percentages without fee, penalty or other charge. You must notify us in
writing of your allocation changes unless you, your attorney-in-fact, or
another authorized person have given us written authorization to accept
telephone allocation instructions. By allowing us to accept telephone
changes, you agree to accept and be bound by our current conditions and
procedures. The current conditions and procedures are in Appendix B. We
will notify you of any changes in advance.
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. We may add or withdraw Eligible Funds and Sub-
accounts as permitted by applicable law.
Eligible Funds
The Eligible Funds are the separate funds listed within the Alger American
Fund, Alliance Series Fund, Liberty Trust, MFS Trust and SteinRoe Trust.
Keyport and the Variable Account may enter into agreements with other
mutual funds for the purpose of making such mutual funds available as
Eligible Funds under certain Certificates.
We do not promise that the Eligible Funds will meet their investment
objectives. Amounts you have allocated to Sub-accounts may grow, decline,
or grow less in value than you expect, depending on the investment
performance of the Sub-accounts in which the Eligible Funds invest. You
bear the investment risk that those Sub-accounts possibly will not meet
their investment objectives. You should carefully review their prospectuses
before allocating amounts to the Sub-accounts of the Variable Account.
All the Eligible Funds are funding vehicles for variable annuity contracts
and variable life insurance policies offered by our separate accounts. The
Eligible Funds are also available for the separate accounts of insurance
companies affiliated and unaffiliated with us. The risks involved in this
"mixed and shared funding" are disclosed in the Eligible Fund prospectuses
under the following captions: Alger American Fund--"Participating Insurance
Companies and Plans"; Alliance Series Fund--"Introduction to the Fund";
Liberty Trust--"The Trust"; MFS Trust--"Investment Concept of the Trust";
and SteinRoe Trust--"The Trust".
Fred Alger Management, Inc. ("Alger Management") is the investment manager
for the Eligible Funds of Alger American Fund.
Alliance Capital Management L.P. is the investment adviser for the Eligible
Funds of Alliance Series Fund. AIGAM International Limited is sub-adviser
for Alliance Global.
Liberty Advisory Services Corp. ("LASC"), our subsidiary, is the manager
for Liberty Trust and its Eligible Funds. Colonial Management Associates,
Inc. ("Colonial"), an affiliate, is the sub-adviser for the Eligible Funds
except for Newport Tiger, Stein Roe Global Utilities and Liberty All-Star
Equity. Newport Fund Management, Inc., an affiliate, is sub-adviser for
Newport Tiger. Liberty Asset Management Company, an affiliate, is sub-
adviser for Liberty All-Star Equity and the current portfolio managers are
J.P. Morgan Investment Management Inc., Oppenheimer Capital, Wilke/Thompson
Capital Management Inc., Westwood Management Corp. and Boston Partners
Asset Management, L.P.
Massachusetts Financial Services Company ("MFS") is the investment adviser
for the Eligible Funds of MFS Trust.
Stein Roe & Farnham Incorporated ("Stein Roe"), an affiliate, is the
investment adviser for each Eligible Fund of SteinRoe Trust and sub-adviser
for Stein Roe Global Utilities.
We have briefly described the Eligible Funds below. You should read the
current prospectus for the Eligible Funds for more details and complete
information. The prospectus is available, at no charge, from a salesperson
or by writing to us or by calling (800) 437-4466.
Eligible Funds of Alger
American Fund and Variable Account
Sub-accounts Investment Objective
Alger Growth Long-term capital appreciation
(Alger Growth Sub-account)
Alger Small Cap Long-term capital appreciation.
(Alger Small Cap Sub-account)
Eligible Funds of Alliance Series
Fund and Variable Account
Sub-accounts Investment Objective
Alliance Global Bond A high level of return from a
(Alliance Global Bond combination of current income and
Sub-account) capital appreciation by investing
in a globally diversified portfolio
of high quality debt securities
denominated in the U.S. Dollar and
a range of foreign currencies.
Alliance Premier Growth Growth of capital rather than
(Alliance Premier Growth current income.
Sub-account)
Eligible Funds of Liberty Trust
and Variable Account
Sub-accounts Investment Objective
Colonial Growth & Income Primarily income and long-term
(Colonial Growth & Income capital growth and, secondarily,
Sub-account) preservation of capital.
Colonial Int'l Fund for Growth Long-term capital growth, by
(Colonial Int'l Fund for Growth investing primarily in non-U.S.
Sub-account) equity securities.
Colonial Strategic Income A high level of current income, as
(Colonial Strategic Income is consistent with prudent risk and
Sub-account) maximizing total return, by
diversifying investments primarily
in U.S. and foreign government and
high yield, high risk corporate
debt securities.
Colonial U.S. Stock Long-term capital growth by
(Colonial U.S. Stock investing primarily in large
Sub-account) capitalization equity securities.
Liberty All-Star Equity Total investment return, comprised
(Liberty All-Star Equity Sub-account) of long-term capital appreciation
and current income, through
investment primarily in a
diversified portfolio of equity
securities.
Newport Tiger Long term capital growth by
(Newport Tiger Sub-account) investing primarily in equity
securities of companies located in
the nine Tigers of Asia (Hong Kong,
Singapore, South Korea, Taiwan,
Malaysia, Thailand, Indonesia,
China and the Philippines).
Stein Roe Global Utilities Current income and long-term growth
(Stein Roe Global Utilities of capital and income.
Sub-account)
Eligible Funds of MFS Trust
and Variable Account
Sub-accounts Investment Objective
MFS Emerging Growth Long-term growth of capital.
(MFS Emerging Growth Sub-account)
MFS Research Long-term growth of capital and
(MFS Research Sub-account) future income.
Eligible Funds of SteinRoe Trust
and Variable Account
Sub-accounts Investment Objective
Stein Roe Balanced High total investment return
(Stein Roe Balanced through investment in a changing
Sub-account) mix of securities.
Stein Roe Growth Stock Long-term growth of capital through
(Stein Roe Growth Stock investment primarily in common
Sub-account) stocks.
Stein Roe Money Market High current income from short-term
(Stein Roe Money Market money market instruments while
Sub-account) emphasizing preservation of capital
and maintaining excellent
liquidity.
Stein Roe Mortgage Securities Highest possible level of current
(Stein Roe Mortgage Securities income consistent with safety of
Sub-account) principal and maintenance of
liquidity through investment
primarily in mortgage-backed
securities.
Stein Roe Special Venture Capital growth by investing
(Stein Roe Special Venture primarily in common stocks,
Sub-account) convertible securities, and other
securities selected for prospective
capital growth.
Transfer of Variable Account Value
You may transfer Variable Account Value from one Sub-account to another Sub-
account and/or to the Fixed Account.
We may charge a transfer fee and limit the number of transfers that you can
make in a time period. Transfer limitations may prevent you from making a
transfer on the date you select. This may result in your Certificate Value
being lower than it would have been if you had been able to make the
transfer.
Limits on Transfers
Currently, we do not limit the number or frequency of transfers. We do not
charge a transfer fee for each transfer in excess of 12 in each Certificate
Year, except as follows:
o We impose a transfer limit of one transfer every thirty days, or
such other period as we may permit, for transfers on behalf of
multiple Certificates by a common attorney-in-fact, or transfers
that are, in our determination, based on the recommendation of a
common investment adviser or broker/dealer, and
o We limit each transfer to a maximum of $500,000, or such greater
amount as we may permit. We treat all transfer requests for a
Certificate made on the same day as a single transfer. We may
treat as a single transfer all transfers you request on the same
day for every Certificate you own. The total combined transfer
amount is subject to the $500,000 limitation. If the total
amount of the requested transfers exceeds $500,000, we will not
execute any of the transfers, and
o We treat as a single transfer all transfers made on the same day
on behalf of multiple Certificates by a common attorney-in-fact,
or transfers that are, in our determination, based on the
recommendation of a common investment adviser or broker/dealer.
The $500,000 limitation applies to such transfers. If the total
amount of the requested transfers exceeds $500,000, we will not
execute any of the transfers.
If we have executed a transfer with respect to your Certificate as part of
a multiple transfer request, we will not execute another transfer request
for your Certificate for thirty days.
By applying these limitations we intend to protect the interests of
individuals who do and those who do not engage in significant transfer
activity among Sub-accounts. We have determined that the actions of
individuals engaging in significant transfer activity may cause an adverse
affect on the performance of the Eligible Fund for the Sub-account
involved. The movement of values from one Sub-account to another may
prevent the appropriate Eligible Fund from taking advantage of investment
opportunities because the Eligible Fund must maintain a liquid position in
order to handle redemptions. Such movement may also cause a substantial
increase in fund transaction costs which all Certificate Owners must
indirectly bear.
We will notify you prior to charging any transfer fee or a change in the
limitation on the number of transfers. The fee will not exceed $25.
You must notify us in writing of your transfer requests unless you have
given us written authorization to accept telephone transfer requests from
you or your attorney-in-fact. By authorizing us to accept telephone
transfer instructions, you agree to accept and be bound by our current
conditions and procedures. The current conditions and procedures are in
Appendix B. You will be given prior notification of any changes. A person
acting on your behalf as an attorney-in-fact may make written transfer
requests.
If we receive your transfer requests before 4:00 P.M. Eastern Time, we will
initiate them at the close of business that day. We will initiate any
requests received after that time at the close of the next business day. We
will execute your request to transfer value by both redeeming and acquiring
Accumulation Units on the day we initiate the transfer.
If you transfer 100% of any Sub-account's value, and the allocation formula
for purchase payments on your application includes that Sub-account, the
allocation formula for future purchase payments will automatically change
unless you tell us otherwise.
Substitution of Eligible Funds and Other Variable Account Changes
If shares of any of the Eligible Funds are no longer available for
investment by the Variable Account, or further investment in the shares of
an Eligible Fund is no longer appropriate under the Certificate, we may add
or substitute shares of another Eligible Fund or of another mutual fund for
Eligible Fund shares already purchased or to be purchased in the future.
Any substitution of securities will comply with the requirements of the
Investment Company Act of 1940.
We also reserve the right to make the following changes in the operation of
the Variable Account and Eligible Funds:
o to operate the Variable Account in any form permitted by law;
o to take any action necessary to comply with applicable law or
obtain and continue any exemption from applicable law;
o to transfer any assets in any Sub-account to another or to one
or more separate investment accounts, or to our general account;
o to add, combine or remove Sub-accounts in the Variable Account;
and
o to change how charges are assessed, so long as the total
charges do not exceed the maximum amount that may be charged the
Variable Account and the Eligible Funds in connection with the
Certificates.
DEDUCTIONS
Deductions for Certificate Maintenance Charge
We charge an annual certificate maintenance charge of $36 per Certificate
Year. Before the Income Date we do not guarantee the amount of the
certificate maintenance charge and may change it. This charge reimburses us
for our expenses incurred in maintaining your Certificate.
Before the Income Date, we will deduct the certificate maintenance charge
from the Variable Account Value on each Certificate Anniversary and on the
date of any total surrender not falling on the Certificate Anniversary. We
will waive this charge before the Income Date if:
o it is the first Certificate Anniversary;
o the Certificate Value is at least $40,000 on the date we impose
this charge, or
o in the prior Certificate Year, purchase payments of at least
$2,000 have been made and you have not made any partial
withdrawals.
On the Income Date, we will subtract a pro-rata portion of the charge due
on the next Certificate Anniversary from the Variable Account Value. This
pro-rata charge covers the period from the prior Certificate Anniversary to
the Income Date. We will deduct the charge proportionally from each Sub-
account based upon the value each Sub-account bears to the Variable Account
Value.
Once annuity payments begin, the certificate maintenance charge is
guaranteed not to increase. We will subtract this charge in equal parts
from each annuity payment. For example, if annuity payments are monthly,
then we will deduct one-twelfth of the annual charge from each payment.
We will waive the charge on and after the Income Date for the current year
if:
o you have selected variable annuity Option A; and
o the present value of all of the remaining payments is at least
$40,000 at the time of the first payment of the year.
Deductions for Mortality and Expense Risk Charge
Variable annuity payments fluctuate depending on the investment performance
of the Sub-accounts. The payments will not be affected by the mortality
experience (death rate) of persons receiving such payments or of the
general population. We guarantee the Death Benefits described in "Death
Provisions". We also assume an expense risk since the certificate
maintenance charge after the Income Date remains the same and does not
change to reflect variations in expenses.
We deduct a mortality and expense risk charge from each Sub-account. The
mortality and expense risk charge is equal, on an annual basis, to 1.25% of
the average daily net asset value of each Sub-account. We deduct the charge
both before and after the Income Date. We may deduct less than the full
charge from Sub-account values attributable to Certificates issued to our
employees and to other persons specified in "Sales of the Certificates".
Additionally, we may, in certain circumstances described in "Sales of the
Certificates" offer to credit additional interest from our general account
to a purchase payment upon receipt as an allowance for future deductions of
the mortality and expense risk charge.
Deductions for Daily Distribution Charge
We do not deduct the distribution charge during the annuity period. We
deduct from each Sub-account for each valuation period a daily distribution
charge equal on an annual basis to 0.15% of the average daily net asset
value of each Sub-account. This charge compensates us for certain sales
distribution expenses relating to the Certificate.
We will not deduct this charge from your Sub-account values once we have
reached the maximum cumulative distribution charge limit. We do not deduct
this charge from the values of Certificates issued to our employees and
other persons specified in "Sales of the Certificates". We may decide not
to deduct the charge from Sub-account values attributable to a Certificate
issued in an internal exchange or transfer of an annuity contract from our
general account.
Deductions for Contingent Deferred Sales Charge
We do not deduct a sales charge from the Certificate when you purchase it.
We may deduct such a charge if you surrender your Certificate.
To determine whether we will deduct a contingent deferred sales charge if
you surrender your Certificate, we maintain a separate set of records.
These records identify the date and amount of each purchase payment you
have made and the Certificate Value over time. This allows us to determine
if a charge is due with respect to a particular purchase payment.
You may make partial surrenders during the Accumulation Period without
incurring a contingent deferred sales charge. During the first Certificate
Year, you may withdraw an amount up to the Certificate's earnings. Earnings
equal the Certificate Value at the time of withdrawal, less purchase
payments not previously withdrawn. Beginning with the second Certificate
Year, you may withdraw earnings, and an amount up to 10% of the Certificate
Value on the prior Certificate Anniversary, less earnings. We will deduct a
contingent deferred sales charge with respect to withdrawals in excess of
these amounts.
We will deduct the contingent deferred sales charge resulting from an
excess withdrawal in any Certificate Year from the purchase payments
beginning with the oldest payment until we have deducted the full amount.
The amount of the contingent deferred sales charge we deduct will equal the
amount of your surrender multiplied by the applicable percentage for the
number of years that have elapsed from the date of the purchase payment to
the date of surrender. We measure years from the date of each purchase
payment you make. The applicable percentages for each year are 7% during
the first year, and decreasing by 1% each following year until the
percentage is 0%. We will deduct the contingent deferred sales charges
from the Sub-accounts and the Fixed Account in the same manner as we deduct
the amount you surrender.
We keep a record of all amounts we have deducted for all contingent
deferred sales charges and daily distribution charges. We will never
deduct more than a total of 9% from your purchase payments for sales and
distribution charges.
The contingent deferred sales charge is used to cover the expenses of
selling the Certificate, including compensation paid to selling dealers and
the cost of sales literature. We pay any expenses not covered by the charge
from our general account, which may include monies deducted from the
Variable Account for the mortality and expense risk charge.
We will waive the contingent deferred sales charge in the event a Covered
Person is confined in a medical facility in accordance with the provisions
and conditions of an endorsement to the Certificate relating to such
confinement.
The contingent deferred sales charge is not applicable to Certificates
issued to our employees and other persons specified in "Sales of the
Certificates".
We may reduce or change any contingent deferred sales charge percentage to
0% under a Certificate issued in an internal exchange or transfer of an
annuity contract from our general account.
Under the "Systematic Withdrawal Program" on page 22 and under other
permitted circumstances, we may allow the 10% withdrawal amount to be
available in the first Certificate Year. If so, the initial purchase
payment will be substituted for the Certificate Value.
Deductions for Transfers of Variable Account Value
The Certificate allows us to charge a transfer fee. Currently, we do not
charge such a fee. We will notify you prior to the imposition of any fee
and the fee will not exceed $25.
Deductions for Premium Taxes
We deduct the amount of any premium taxes required by any state or
governmental entity. Currently, we deduct premium taxes from Certificate
Value upon full surrender, death or annuitization. The actual amount of
any such premium taxes will depend, among other things, on the type of
Certificate you purchase (Qualified or Non-Qualified), on your state of
residence, the state of residence of the Annuitant, 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
We will deduct income taxes from any amount payable under the Certificate
that a governmental authority requires us to withhold. See "Income Tax
Withholding" and "Tax-Sheltered Annuities".
Total Variable Account Expenses
Total Variable Account expenses you will incur will be the certificate
maintenance charge, the mortality and expense risk charge, and the daily
distribution charge.
The value of the assets in the Variable Account will reflect the value of
Eligible Fund shares and the deductions and expenses paid out of the assets
of the Eligible Funds. The prospectus for the Eligible Fund describes these
deductions and expenses.
OTHER SERVICES
The Programs. We offer the following investment related programs which are
available only prior to the Income Date:
o asset allocation;
o dollar cost averaging;
o systematic investment; and
o systematic withdrawal programs.
A rebalancing program is available before and after the Income Date. Under
each program that uses transfers, the transfers between and among Sub-
accounts and the Fixed Account are not counted as one of the twelve free
transfers. Each of the programs has its own requirements, as discussed
below. We reserve the right to terminate any program.
If you have submitted a telephone authorization form, you may make certain
changes by telephone. For those programs involving transfers, you may
change instructions by telephone with regard to which Sub-accounts or Fixed
Account Certificate Value may be transferred. We describe the current
conditions and procedures in Appendix B.
Dollar Cost Averaging Program. Under the program, we make automatic
transfers of Accumulation Units on a periodic basis out of the Stein Roe
Money Market Sub-account or the One-Year Guarantee Period into one or more
of the other available Sub-accounts you select. The program allows you to
invest in the Sub-accounts over time rather than all at once. The program
is available for purchase payments and amounts transferred into the Stein
Roe Money Market Sub-account or the One-Year Guarantee Period. We reserve
the right to limit the number of Sub-accounts you may choose; currently,
there are no limits.
If you wish to participate in the program you must specify in writing the
Stein Roe Money Market Sub-account or the One-Year Guarantee Period from
which you want the transfers made. You must also tell us the monthly
amount you want transferred (minimum $100) and the Sub-account(s) to which
you want the transfers made. The first transfer will occur about 30 days
after we receive your request. Each subsequent periodic transfer will occur
at the close of the same valuation period. If you select monthly transfers
and the first transfer occurs on April 8, the second transfer will occur at
the close of the valuation period that includes May 8. When the remaining
value is less than the monthly transfer amount, we will transfer that
remaining value and the program will end. Before this final transfer, you
may extend the program by allocating additional purchase payments, or by
transferring Certificate Value, to the Stein Roe Money Market Sub-account
or the One-Year Guarantee Period.
You may change the monthly amount you want transferred, the Sub-account(s)
to which you want transfers made, or end the program. The program will
automatically end on the Income Date. We reserve the right to end the
program at any time by sending you a notice one month in advance.
We must receive your written or telephone instructions by 4:00 P.M. Eastern
Time of the business day before the next scheduled transfer in order for
the new instructions to be in effect for that transfer. We establish
conditions and procedures for telephone instructions for dollar cost
averaging from time to time. The current conditions and procedures appear
in Appendix B, and you will be notified prior to any changes.
Asset Allocation Program. You may select from five asset allocation model
portfolios separately developed by Ibbotson Associates and Standard &
Poor's:
o Model A -- Capital Preservation,
o Model B -- Income and Growth,
o Model C -- Moderate Growth,
o Model D -- Growth, and
o Model E -- Aggressive Growth.
If you elect one of the models, we will automatically allocate initial and
subsequent purchase payments among the Sub-accounts in the model. You may
use only one model in a Certificate at a time. You may use a questionnaire
and scoring system to determine the model that corresponds to your risk
tolerance and time horizons.
Periodically Ibbotson Associates and Standard & Poor's will review the
models and may determine that a reconfiguration of the Sub-accounts and
percentage allocations among those Sub-accounts is appropriate. You will
receive notification prior to any reconfiguration.
The Fixed Account is not available in any asset allocation model. You may
allocate initial or subsequent purchase payments, or Certificate Value,
between an asset allocation model and the Fixed Account.
Rebalancing Program. If you elect purchase payment percentage allocations,
we will automatically rebalance the Certificate Value of each Sub-account
on the last day of the calendar quarter to match your current percentage
allocations. You may terminate the program at any time or change the
percentages by notifying us in writing. We must receive your changes ten
days before to the end of the calendar quarter. Certificate Value allocated
to the Fixed Account is not included in the rebalancing program. After the
Income Date, the rebalancing program applies only to variable annuity
payments, and we will rebalance the number of Annuity Units in each Sub-
account. Annuity Units are used to calculate the amount of each annuity
payment.
Systematic Investment Program. You may make purchase payments for Non-
Qualified Certificates through monthly deductions from your bank account or
payroll. You may elect this program by completing and returning a
systematic investment program application and authorization form to us. You
may obtain an application and authorization form from us or your sales
representative. There is a current minimum of $50 per payment for the
program.
Systematic Withdrawal Program. To the extent permitted by law, if you
enroll in the systematic withdrawal program, we will make monthly,
quarterly, semi-annual or annual distributions of a set dollar amount
directly to you. We will treat such distributions for federal tax purposes
as any other withdrawal or distribution of Certificate Value. You may
specify the amount of each partial withdrawal, subject to a minimum of
$100. You may make systematic withdrawals from any Sub-accounts or
guarantee period of the Fixed Account.
In each Certificate Year, you may withdraw portions of Certificate Value
without any contingent deferred sales charge ("free withdrawal amount"). If
your withdrawals under the program exceed the free withdrawal amount, the
excess will be subject to the applicable contingent deferred sales charge.
We will add any unrelated voluntary partial withdrawal you make during a
Certificate Year with withdrawals pursuant to the program to determine the
applicability of any contingent deferred sales charge.
Unless you specify the Sub-account(s) or the Fixed Account from which you
want withdrawals of Certificate Value made, or if the amount in a specified
Sub-account is less than the predetermined amount, we will make withdrawals
under the program in the manner specified for partial withdrawals in
"Partial Withdrawals and Surrender". We will process all Sub-account
withdrawals under the program by canceling Accumulation Units equal in
value to the amount to be distributed to you and to the amount of any
applicable contingent deferred sales charge.
You may combine the program with all other programs except the systematic
investment program.
It may not be advisable to participate in the systematic withdrawal program
and incur a contingent deferred sales charge when making additional
purchase payments under the Certificate.
THE CERTIFICATES
Variable Account Value
The Variable Account Value for a Certificate is the sum of the value of
each Sub-account where you have allocated values. We determine the value of
each Sub-account at any time by multiplying the number of Accumulation
Units attributable to that Sub-account by its Accumulation Unit value.
Each purchase payment you make results in the credit of additional
Accumulation Units to your Certificate and the appropriate Sub-account. 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
We determine the value of the Variable Account each valuation period using
the net asset value of the Eligible Fund shares. A valuation period is the
period beginning at 4:00 P.M. (EST) which is the close of trading on the
New York Stock Exchange and ending at the close of trading for the next
business day. 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
Your Variable Account Value will fluctuate with the investment results of
the underlying Eligible Funds you have selected. In order to determine how
these fluctuations affect value, we use an Accumulation Unit value. Each
Sub-account has its own Accumulation Units and value per unit. We determine
the unit value applicable during any valuation period at the end of that
period.
When we first purchased Eligible Fund shares on behalf of the Variable
Account, we 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. We calculate a net investment factor for each Sub-account
according to the following formula (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 the Eligible Fund made
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 mortality and expense risk
charge; plus
(ii) the valuation period equivalent of the daily distribution charge;
plus
(iii) a charge factor for any tax provision established by us as a
result of the operations of that Sub-account.
If we have deducted the maximum cumulative sales charge limit, we will not
deduct the daily distribution charge in (c)(ii) above. For Certificates
issued to our employees and other persons specified in "Sales of the
Certificates", the mortality and expense risk charge in (c)(i) above is
.35% and the daily distribution charge in (c)(ii) above is eliminated. We
may eliminate the daily distribution charge in (c)(ii) above for certain
Certificates we issue in an internal exchange or transfer.
Modification of the Certificate
Only our President or Secretary may agree to alter the Certificate or waive
any of its terms. A change may be made to the Certificate if there have
been changes in applicable law or interpretation of law. Any changes will
be made in writing and with your consent, except as may be required by
applicable law.
Right to Revoke
You may return the Certificate within 10 days after you receive it by
delivering or mailing it to us. The postmark on a properly addressed and
postage-prepaid envelope determines if a Certificate is returned within the
period. We will treat the returned Certificate as if we never issued it and
will refund either the Certificate Value or purchase payments, whichever is
required by state law.
If we deliver your Certificate to you in California and you are age 60 or
older, you may return the Certificate to us or to the agent from whom you
purchased it. If you return the Certificate within 30 days after you
received it, we will refund the Certificate Value.
DEATH PROVISIONS FOR NON-QUALIFIED CERTIFICATES
Death of Primary Owner, Joint Owner or Certain Non-Owner Annuitant. If the
Certificate is In Force, you or any Joint Certificate Owner dies, or if the
Annuitant dies when a non-natural person (such as a trust) owns the
Certificate, we will treat the Designated Beneficiary as the Certificate
Owner after such a death.
If the decedent's surviving spouse is the sole Designated Beneficiary, he
or she will automatically become the new sole primary Certificate Owner as
of the decedent's date of death. If the decedent was the Annuitant, the new
Annuitant will be any living contingent annuitant, otherwise the surviving
spouse. The Certificate can stay In Force until another death occurs.
Except for this paragraph, all of "Death Provisions" will apply to that
subsequent death.
In all other cases, the Certificate may remain In Force for a period not to
exceed 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, we will automatically
end it by paying the Certificate Value to the Designated Beneficiary. If
the Designated Beneficiary is not then alive, we will pay any person(s)
named by the Designated Beneficiary in writing; otherwise we will pay the
Designated Beneficiary's estate.
The Covered Person under this paragraph shall be the decedent if he or she
is the first to die among you, any joint Certificate Owner, or Annuitant.
If there is a non-natural Certificate Owner such as a trust, the Annuitant
shall be the Covered Person.
Upon the death of the Covered Person, we will increase the Certificate
Value so that it equals the death benefit amount if it is less than the
death benefit amount ("DBA"). The DBA is the greater of the "net purchase
payment death benefit", the current Certificate Value or the "greatest
Anniversary Value".
The net purchase payment death benefit is:
o the initial purchase payment, plus
o any additional purchase payments, minus
o any partial withdrawals and any applicable surrender charges.
Each day we determine the value of your Certificate during a Certificate
Year, we will also value your "greatest Anniversary Value". The "greatest
Anniversary Value" on the issue date is the initial purchase payment. Each
day we will add to this amount any additional purchase payments made that
day, and subtract an adjustment for withdrawals made that day. This
adjustment equals the amount of the partial withdrawal:
o divided by the Certificate Value immediately before the
withdrawal; and
o multiplied by the "greatest Anniversary Value" immediately
before the withdrawal.
On each Certificate Anniversary, we compare the current Certificate Value
to "greatest Anniversary Value", adjusted as described above. If the
current Certificate Value exceeds the adjusted "greatest Anniversary
Value", the current Certificate Value will become the new "greatest
Anniversary Value". This new "greatest Anniversary Value" will be adjusted
as described above during the following Certificate Year, if necessary.
This process will continue until the Certificate Anniversary prior to the
81st birthday of the Covered Person. On this Certificate Anniversary, the
greater of the current Certificate Value and the adjusted "greatest
Anniversary Value" will become the new "greatest Anniversary Value". From
that point on, the "greatest Anniversary Value" will not change unless
subsequent purchase payments are made or withdrawals are taken, in which
case the "greatest Anniversary Value" will be adjusted as described above.
When we receive due proof of the Covered Person's death, we will compare,
as of the date of death, the Certificate Value and the DBA. If the
Certificate Value was less than the DBA, we 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 we receive due proof of death.
We allocate the amount credited, if any, to the Variable Account and/or the
Fixed Account based on the purchase payment allocation selection in effect
when we receive due proof of death. The Designated Beneficiary may, by the
later of the 90th day after the Covered Person's death and the 60th day
after we receive proof of the death, surrender the Certificate for the
Certificate Value without incurring any applicable contingent deferred
sales charge. If the Designated Beneficiary surrenders the Certificate
after the applicable 90 or 60 day period or surrenders it at any time after
the death of a non-Covered Person, we will deduct any applicable contingent
deferred sales charge. If the Designated Beneficiary does not surrender the
Certificate, it will continue for the time period specified above.
Payment of Benefits. Instead of receiving a lump sum, you or any Designated
Beneficiary may direct us in writing to pay any benefit of $5,000 or more
under an annuity payment option that meets the following:
o the first payment to the Designated Beneficiary must be made no
later than one year after the date of death;
o payments must be made over the life of the Designated Beneficiary
or over a period not extending beyond that person's life
expectancy; and
o 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 during which the
remaining payments are to be made.
Death of Certain Non-Certificate Owner Annuitant. These provisions apply
if, while the Certificate is In Force, the Annuitant dies, the Annuitant is
not the Certificate Owner or a joint Certificate Owner, and the Certificate
Owner is a natural person. The Certificate will continue after the
Annuitant's death. The new Annuitant will be any living contingent
annuitant, otherwise you. If the Annuitant dies before you and any joint
Certificate Owner, then the Annuitant is the Covered Person and we will
increase the Certificate Value, as provided below, if it is less than the
DBA, as defined above.
When we receive due proof of the Annuitant's death, we will compare, as of
the date of death, the Certificate Value and the DBA. If the Certificate
Value is less than the DBA, we will increase the Certificate Value by 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 we receive due proof of death.
We allocate the amount credited, if any, to the Variable Account and/or the
Fixed Account based on the purchase payment allocation selection in effect
when we receive due proof of death. You may surrender the Certificate
within 90 days of the date of the Annuitant's death for the Certificate
Value without incurring any applicable contingent deferred sales charge. If
you surrender the Certificate after 90 days, we will deduct any applicable
contingent deferred sales charge.
DEATH PROVISIONS FOR QUALIFIED CERTIFICATES
Death of Annuitant. If the Annuitant dies while the Certificate is In
Force, the Designated Beneficiary will control the Certificate. We will
increase the Certificate Value, as provided below, if it is less than the
DBA as defined above. When we receive due proof of the Annuitant's death,
we will compare, as of the date of death, the Certificate Value to the DBA.
If the Certificate Value was less than the DBA, we 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 we receive due proof of
death.
We will allocate the amount credited, if any, to the Variable Account
and/or the Fixed Account based on the purchase payment allocation selection
in effect when we receive due proof of death. The Designated Beneficiary
may, by the later of the 90th day after the Annuitant's death and the 60th
day after we are notified of the death, surrender the Certificate for the
Certificate Value without incurring any applicable contingent deferred
sales charge. If the Designated beneficiary surrenders the Certificate
after the applicable 90 or 60 day period, we will deduct any applicable
contingent deferred sales charge.
If the Designated Beneficiary does not surrender the Certificate, 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, we will
automatically end it then by paying the Certificate Withdrawal Value
(without the deduction of any applicable contingent deferred sales charge)
to the Designated Beneficiary. If the Designated Beneficiary is not alive
then, we will pay any person(s) named by the Designated Beneficiary in
writing; otherwise we will pay the Designated Beneficiary's estate.
Payment of Benefits. You or any Designated Beneficiary may direct us in
writing to pay any benefit of $5,000 or more under an annuity payment
option that meets the following:
o the first payment to the Designated Beneficiary must be made no
later than one year after the date of death;
o payments must be made over the life of the Designated Beneficiary
or over a period not extending beyond that person's life
expectancy; and
o 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 and
you may exercise all the rights of the Certificate. Joint Certificate
Owners are permitted. Contingent Certificate Owners are not permitted.
You may direct us in writing to change the Certificate Owner, primary
beneficiary, contingent beneficiary or contingent annuitant. An irrevocably-
named person may be changed only with the written consent of that person.
Because a change of Certificate Owner by means of a gift may be a taxable
event, you 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.
You should consult the plan administrator and a competent tax adviser as to
the tax consequences resulting from such a transfer.
ASSIGNMENT
You may assign the Certificate at any time. You must file a copy of any
assignment with us. Your rights and those of any revocably-named person
will be subject to the assignment. A Qualified Certificate may have
limitations on your ability to assign the Certificate.
Because an assignment may be a taxable event, you should consult a
competent tax adviser as to the tax consequences resulting from any such
assignment.
PARTIAL WITHDRAWALS AND SURRENDER
You may make partial withdrawals from the Certificate by notifying us in
writing. The minimum withdrawal amount is $300. We may permit a lesser
amount with the systematic withdrawal program. If the Certificate Value
after a partial withdrawal would be below $2,500, we will treat the request
as a withdrawal of only the amount over $2,500. The amount withdrawn will
include any applicable contingent deferred sales charge and may be greater
than the amount of the surrender check requested. Unless you specify
otherwise, we will deduct the total amount withdrawn 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. If there is no or insufficient
value in the Variable Account, the amount surrendered, or the insufficient
portion, will be deducted from the Fixed Account in the ratio that each
Guarantee Period's value bears to the total Fixed Account Value.
You may totally surrender the Certificate by notifying us in writing.
Surrendering the Certificate will end it. Upon surrender, you will receive
the Certificate Withdrawal Value.
We will pay the amount of any surrender within seven days of receipt of
your request. Alternatively, you may purchase for yourself an annuity
payment option with any surrender benefit of at least $5,000. If the
Certificate Owner is not a natural person, we must consent to the selection
of an annuity payment option.
You may not surrender annuity options based on life contingencies after
annuity payments have begun. You may surrender Option A, described in
"Annuity Options" below, which is not based on life contingencies, if you
have selected a variable payout.
Because of the potential tax consequences of a full or partial surrender,
you 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, we will begin payments under the annuity option or options you have
chosen. We determine the amount of the payments on the Income Date by:
o applying payments to the option you choose for your Certificate
Value,
o increasing or decreasing your Certificate Value by applying by a
limited market value adjustment of Fixed Account Value described
in Appendix A,
o subtracting any premium taxes not previously deducted, and
o subtracting any applicable certificate maintenance charge on the
Income Date in accordance with the option selected.
Annuity Option and Income Date
You may select an Annuity Option and Income Date at the time of
application. If you do not select an Annuity Option, we automatically
choose Option B. If you do not select an Income Date for the Annuitant, the
Income Date will automatically be the earlier of:
o the later of the Annuitant's 90th birthday and the 10th
Certificate Anniversary, and
o any maximum date permitted under state law.
Change in Annuity Option and Income Date
You may choose or change an Annuity Option or the Income Date by writing to
us at least 30 days before the Income Date. However, any Income Date must
be:
o for fixed annuity options, not earlier than the first Certificate
Anniversary, and
o 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.
You may arrange other options if we agree. 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 our general account Fixed Account. Variable
annuity payments will fluctuate. Fixed annuity payments will not
fluctuate. We will determine the dollar amount of each fixed annuity
payment by:
o deducting from the Fixed Account Value, increased or decreased by
a limited market value adjustment described in Appendix A, any
premium taxes not previously deducted and any applicable
certificate maintenance charge;
o dividing the remainder by $1,000; and
o multiplying the result by the greater of:
(i) the applicable factor shown in the appropriate table in the
Certificate; and
(ii) the factor we currently offer at the time annuity payments
begin. We may base this current factor on the sex of the
payee unless we are prohibited by law from doing so.
If you do not select an Annuity Option, we will automatically apply Option
B. Unless you choose otherwise, we will apply:
o Variable Account Value (less any premium taxes not previously
deducted and less any applicable certificate maintenance charge)
in its entirety to a variable annuity option, and
o Fixed Account Value, increased or decreased by a limited market
value adjustment described in Appendix A less any premium taxes
not previously deducted, to a fixed annuity option.
The same amount applied to a variable option and a fixed option will
produce a different initial annuity payment and different subsequent
payments.
The payee is the person who will receive the sum payable under a payment
option. Any payment 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 under any variable or fixed option is less than
$5,000, we reserve the right to pay such amount in one sum to the payee in
lieu of the payment otherwise provided for.
We will make annuity payments monthly unless you have requested in writing
quarterly, semi-annual or annual payments. However, if any payment would be
less than $100, we have the right to reduce the frequency of payments to a
period that will result in each payment being at least $100.
Option A: Income For a Fixed Number of Years. We will pay an annuity for a
chosen number of years, not less than 5 nor more than 50. You may choose a
period of years over 30 only if it does not exceed the difference between
age 100 and the Annuitant's age on the date of the first payment. We refer
to Option A as Preferred Income Plan (PIP). At any time while we are making
variable annuity payments, the payee may elect to receive the following
amount:
o 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 at the time
you chose Option A you selected 3% per year in writing); less
o any contingent deferred sales charge due by treating the value
defined in (a) as a total surrender. Instead of receiving a lump
sum, the payee may elect another payment option and we will not
reduce the amount applied to the option by the market value
adjustment above.
If, at the death of the payee, Option A payments have been made for fewer
than the chosen number of years:
o we will continue payments during the remainder of the period to
the successor payee; or
o the successor payee may elect to receive in a lump sum the
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 the payee
chose 3% per year 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 we have no
mortality risk during this period.
You may choose a "level monthly" payment option for variable payments under
Option A. Under this option, we convert your annual payment into twelve
equal monthly payments. Thus the monthly payment amount changes annually
instead of monthly. We will determine each annual payment as described
below in "Variable Annuity Payment Values", place each annual payment in
our general account, and distribute it in twelve equal monthly payments.
The sum of the twelve monthly payments will exceed the annual payment
amount because of an interest rate factor we use, which will vary from year
to year. If the payments are commuted, (1) we will use the commutation
method described above for calculating the present value of remaining
annual payments and (2) use the interest rate that determined the current
twelve monthly payments to commute any unpaid monthly payments.
See "Annuity Payments" for the manner in which Option A may be taxed.
Option B: Life Income with 10 Years of Payments Guaranteed. We will pay an
annuity during the lifetime of the payee. If, at the death of the payee,
payments have been made for fewer than 10 years:
o we will continue payments during the remainder of the period to
the successor payee; or
o such 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 the payee had chosen
3% per year 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. We 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
We determine the amount of the first variable annuity payment by using an
annuity purchase rate based on an assumed annual investment return of 6%
per year (5% per year for Oregon and Texas Certificates), unless you choose
3% in writing. 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:
o the sum of all Sub-account payments, less
o the pro-rata amount of the annual certificate maintenance charge.
Currently, there is no limit on the number of times or the frequency with
which a payee may instruct us to change the Sub-account(s) used to
determine the amount of the variable annuity payments.
Proof of Age, Sex, and Survival of Annuitant
We 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, we
will compute the amount payable based on the correct age and sex. If income
payments have begun, we will pay in full any underpayments with the next
annuity payment and deduct any overpayments, unless repaid in one sum,
from future annuity payments until we are repaid in full.
SUSPENSION OF PAYMENTS
We reserve the right to postpone surrender payments from the Fixed Account
for up to six months. We also reserve the right to suspend or postpone any
type of payment from the Variable Account for any period when:
o the New York Stock Exchange is closed other than customary
weekend or holiday closings;
o trading on the Exchange is restricted;
o 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
o 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 two conditions described above exist.
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 that are affected by the Year 2000 issue could impact
our 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.
We are assessing and addressing the Year 2000 issue by implementing a four-
step plan. The first two steps involve conducting an inventory of all
computer applications which support our business functions and prioritizing
computer applications which are affected by the Year 2000 issue, based upon
the degree of impact each application has on the functioning of our
business units. The first two steps of the plan are substantially complete.
The final two steps of the four-step plan involve repairing and replacing
affected computer programs and testing them for Year 2000 readiness. For
computer applications which are "mission critical" (i.e., their failure
would result in our complete inability to perform critical business
functions), we expect to complete the final two steps of the plan by June
30, 1999. We expect to complete the repair and replacement of non-critical
computer applications by December 31, 1999.
We believe the Year 2000 issue could have a material impact on our
operations if we do not implement the four-step plan in a timely manner.
However, based upon our progress, we believe we will meet our timetable,
and the Year 2000 issue will not pose significant operational problems for
our computer systems.
We do not expect the cost of addressing the Year 2000 issue to be material
to our financial condition or results of operations.
TAX STATUS
Introduction
This discussion is general in nature and is not intended as tax advice.
Each person concerned should consult a competent tax adviser. We make no
attempt to consider any applicable state or other tax laws. Moreover, this
discussion is based upon our understanding of current federal income tax
laws as they are currently interpreted. We make no representation regarding
the likelihood of continuation of those current federal income tax laws or
of the current interpretations by the Internal Revenue Service.
The Certificate is 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 you purchase the Certificate and upon the tax
and employment status of the individual concerned.
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. A trust or
other entity owning a Non-Qualified Certificate, other than as an agent for
an individual, is taxed differently; increases in the value of a
Certificate are taxed yearly whether or not a distribution occurs.
Surrenders, Assignments and Gifts. If you fully surrender your Certificate,
the portion of the payment that exceeds your cost basis in the Certificate
is subject to tax as ordinary income. For Non-Qualified Certificates, the
cost basis is generally the amount of the purchase payments made for the
Certificate. 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 for lump-sum
distributions received before January 1, 2000. A Designated Beneficiary
receiving a lump sum surrender benefit after your death or the death of the
Annuitant is taxed on the portion of the amount that exceeds your 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 you. 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.
If you assign or pledge a Non-Qualified Certificate, you will be treated as
if you had received the amount assigned or pledged. You will be subject to
taxation under the rules applicable to partial withdrawals or surrenders.
If you give away your Certificate to anyone other than your spouse, you are
treated for income tax purposes as if you had fully surrendered the
Certificate.
A special computational rule applies if we issue to you, during any
calendar year, two or more Certificates, or one or more Certificates and
one or more of our other annuity contracts. Under this rule, the amount of
any distribution includable in your gross income is determined under
Section 72(e) of the Code. All of the contracts will be treated as one
contract. We believe this means the amount of any distribution under any
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 each contract's cost basis.
Annuity Payments. We determine the non-taxable portion of each variable
annuity payment by dividing the cost basis of your values allocated to
Variable Account Value by the total number of expected payments. We
determine the non-taxable portion of each fixed annuity payment with an
"exclusion ratio" formula which establishes the ratio that the cost basis
of your values allocated to Fixed Account Value 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 Annuity
Option A, pursuant to which each annual payment is placed in our 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 you, 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 the following
amounts received:
o after the taxpayer attains age 59-1/2;
o in a series of substantially equal payments made for life or life
expectancy;
o after the death of the Certificate Owner (or, where the
Certificate Owner is not a human being, after the death of the
Annuitant);
o if the taxpayer becomes totally and permanently disabled; or
o under a Non-Qualified Certificate's annuity payment option that
provides for a series of substantially equal payments; provided
only that one purchase payment is made to the Certificate, that
the Certificate is not issued as a result of a Section 1035
exchange, and that the first annuity payment begins in the first
Certificate Year.
Income Tax Withholding. We are required to withhold federal income taxes on
taxable amounts paid under Certificates unless the recipient elects not to
have withholding apply. We will notify recipients of their right to elect
not to have withholding apply. See "Tax-Sheltered Annuities" (TSAs) for an
alternative type of withholding that may apply to distributions from TSAs
that are eligible for rollover to another TSA or an individual retirement
annuity or account (IRA).
Section 1035 Exchanges. You may purchase a Non-Qualified Certificate 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 our understanding that in such an event:
o the new Certificate will be subject to the distribution-at-
death rules described in "Death Provisions for Non-Qualified
Certificates";
o 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
o 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.
We base our understanding of the above principally 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 intend 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 will not be
treated as an annuity contract. As a consequence, income earned on a
Certificate would be taxable to you in the year in which diversification
requirements were not satisfied, including previously non-taxable income
earned in prior years. As a further consequence, we 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 your
control of the investments of a segregated asset account may cause you,
rather than us, to be treated as the owner of the assets of the account.
The regulations could impose requirements that are not reflected in the
Certificate. We, however, have reserved certain rights to alter the
Certificate and investment alternatives so as to comply with such
regulations. Since no regulations have 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, you are urged to
consult with your tax adviser.
Qualified Plans
The Certificate is for use with several types of Qualified Plans. The tax
rules applicable to participants in such Qualified Plans vary according to
the type of plan and the terms and conditions of the plan itself.
Therefore, we do not attempt to provide more than general information about
the use of the Certificate with the various types of Qualified Plans.
Participants under such Qualified Plans as well as Certificate Owners,
Annuitants, and Designated Beneficiaries are cautioned that the rights of
any person to any benefits under such Qualified Plans may be subject to the
terms and conditions of the plans themselves regardless of the terms and
conditions of the Certificate issued in connection therewith. Following are
brief descriptions of the various types of Qualified Plans and of the use
of the Certificate in connection with them. 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.
Tax-Sheltered Annuities
Section 403(b) of the Code permits public school employees and employees of
certain types of charitable, educational and scientific organizations
specified in Section 501(c)(3) of the Code to purchase annuity contracts
and, subject to certain contribution limitations, exclude the amount of
purchase payments from gross income for tax purposes. However, such
purchase payments may be subject to Social Security (FICA) taxes. This type
of annuity contract is commonly referred to as a "Tax-Sheltered Annuity"
(TSA).
Section 403(b)(11) of the Code contains distribution restrictions.
Specifically, benefits may be paid, through surrender of the Certificate or
otherwise, only:
o when the employee attains age 59-1/2, separates from service,
dies or becomes totally and permanently disabled (within the
meaning of Section 72(m)(7) of the Code) or
o in the case of hardship. A hardship distribution must be of
employee contributions only and not of any income attributable to
such contributions.
Section 403(b)(11) does not apply to distributions attributable to assets
held as of December 31, 1988. Thus, it appears that the law's restrictions
would apply only to distributions attributable to contributions made after
1988, to earnings on those contributions, and to earnings on amounts held
as of 12/31/88. The Internal Revenue Service has indicated that the
distribution restrictions of Section 403(b)(11) are not applicable when TSA
funds are being transferred tax-free directly to another TSA issuer,
provided the transferred funds continue to be subject to the Section
403(b)(11) distribution restrictions.
If you have requested a distribution from a Certificate, we will notify you
if all or part of such distribution is eligible for rollover to another TSA
or to an individual retirement annuity or account (IRA). Any amount
eligible for rollover treatment will be subject to mandatory federal income
tax withholding at a 20% rate unless you direct us in writing to transfer
the amount as a direct rollover to another TSA or IRA.
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 to contribute, 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.
Corporate Pension and Profit-Sharing Plans
Sections 401(a) and 403(a) of the Code permit corporate employers to
establish various types of retirement plans for employees. Such retirement
plans may permit the purchase of the Certificate to provide benefits under
the plans.
Deferred Compensation Plans With Respect to Service for State and Local
Governments
Section 457 of the Code, while not actually providing for a Qualified Plan
as that term is normally used, provides for certain deferred compensation
plans that enjoy special income tax treatment with respect to service for
tax-exempt organizations, state governments, local governments, and
agencies and instrumentalities of such governments. The Certificate can be
used with such plans. Under such plans, a participant may specify the form
of investment in which his or her participation will be made. However, all
such investments are owned by and subject to the claims of general
creditors of the sponsoring employer.
VARIABLE ACCOUNT VOTING PRIVILEGES
In accordance with our view of present applicable law, we 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. We will vote shares for which we have not received
instructions in the same proportion as we vote shares for which we have
received instructions.
However, if the Investment Company Act of 1940 or any regulation thereunder
should be amended or if the present interpretation should change, and as a
result we determine that we are permitted to vote the shares of the
Eligible Funds in our own right, we may elect to do so.
You have the voting interest under a Certificate prior to the Income Date.
The number of shares held in each Sub-account which are attributable to you
is determined by dividing your Variable Account Value in each Sub-account
by the net asset value of the applicable share of the Eligible Fund. The
payee has the voting interest after the Income Date under an annuity
payment option. 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.
We will determine the number of shares in which a person has a voting
interest as of the date established by the respective Eligible Fund for
determining shareholders eligible to vote at the meeting of the Fund. We
will solicit voting instructions in writing prior to such meeting in
accordance with the procedures established by the Eligible Fund.
Each person having a 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.
SALES OF THE CERTIFICATES
Keyport Financial Services Corp. ("KFSC"), our subsidiary, serves as the
principal underwriter for the Certificate described in this prospectus.
Salespersons who represent us as variable annuity agents will sell the
Certificates. Such salespersons are also 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 may receive up to 6.00% of purchase
payments, and additional compensation later based on the Certificate Value
of those payments. The percentage may increase to 7.00% during certain time
periods Keyport and KFSC select. In addition, under certain circumstances,
we or certain of our affiliates, under a marketing support agreement with
KFSC, may pay certain sellers for other services not directly related to
the sale of the Certificates, such as special marketing support allowances.
We may sell Certificates with lower or no dealer compensation (1) to a
person who is as officer, director, or employee of ours or an affiliate of
ours or (2) to any Qualified Plan established for such a person. Such
Certificates may be different from the Certificates sold to others in that
(1) they are not subject to the deduction for the certificate maintenance
charge, the asset-based distribution charge or the contingent deferred
sales charge and (2) they have a mortality and expense risk charge of 0.35%
per year.
We may sell Certificates with lower or no dealer compensation as part of an
exchange program for other fixed ("Old FA") and variable ("Old VA") annuity
contracts we previously issued. A Certificate issued in exchange for an Old
VA will be issued with an exchange endorsement. One effect of the
endorsement is that we will not assess a contingent deferred sales charge
under the Old VA at the time of the exchange. We will calculate any
contingent deferred sales charge assessed under the Certificate in relation
to the initial purchase payment (i.e., the amount exchanged) based on the
actual time of each purchase payment under the Old VA. The endorsement also
provides that we will not refund the amount described in "Right to Revoke"
if the Certificate is returned. Instead, we will return the Old VA to the
owner and treat it as if no exchange had occurred.
Additionally, under such an exchange program, we may offer to credit the
initial purchase payment upon receipt with additional interest equal to 3%
of the purchase payment. Interest credited represents an allowance for
future deductions of the mortality and expense risk charge consistent with
anticipated cost savings. Such interest will be allocated on a pro-rata
basis to the Sub-accounts you select. We will deduct the interest from the
Certificate Value payable in the event you return the Certificate pursuant
to the "Right to Revoke" provision.
LEGAL PROCEEDINGS
There are no legal proceedings to which the Variable Account or the
Principal Underwriter are a party. We are engaged in various kinds of
routine litigation which, in our judgment, is not of material importance in
relation to our total capital and surplus.
INQUIRIES BY CERTIFICATE OWNERS
You may write us with questions about your Certificate to Keyport Life
Insurance Company, Client Service Department, 125 High Street, Boston, MA
02110, or call (800) 367-3653.
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 4
Average Annual Total Return for a Certificate
that is Surrendered 5
Change in Accumulation Unit Value 7
Yields for Stein Roe Money Market Sub-account 9
Financial Statements 10
Variable Account A 11
Keyport Life Insurance Company 41
<PAGE>
APPENDIX A
THE FIXED ACCOUNT (ALSO KNOWN AS THE MODIFIED GUARANTEED ANNUITY ACCOUNT)
Introduction
This appendix describes the Fixed Account option available under the
Certificate.
Fixed Account Values are subject to a market value adjustment. The
adjustment may result in an increase or decrease in amounts transferred and
amounts paid to you or other payees (including withdrawals, surrenders,
death benefits, and amounts applied to purchase annuity payments). However,
a market value adjustment will not reduce the interest rate applied to
amounts you allocate to a Guarantee Period to less than 3% per year.
Payments made from Fixed Account Values at the end of a guarantee period
are not subject to the market value adjustment.
Any purchase payments you allocate to the Fixed Account option become part
of our general account. Because of provisions in the securities laws, our
general account including the Fixed Account, are not subject to regulation
under the Securities Act of 1933 or the Investment Company Act of 1940. The
Securities and Exchange Commission has not reviewed the disclosure in the
prospectus relating to the general account and the Fixed Account option.
Investments in the Fixed Account
We will allocate purchase payments to the Fixed Account according to your
selection in the application. Your selection must specify the percentage of
the purchase payment you want to allocate to each Guarantee Period. The
percentage, if not zero, must be at least 5%. You may change the allocation
percentages without any charges. You must make allocation changes in
writing unless you have, in writing, authorized us to accept telephone
allocation instructions. By authorizing us to accept telephone changes, you
are agreeing to the conditions and procedures we establish from time to
time. The current conditions and procedures are in Appendix B. We will
notify you in advance of any changes.
Each Guarantee Period currently offered is available for initial and
subsequent purchase payments and for transfers of Certificate Value. We
currently offer Guarantee Periods of 1, 3, 5, and 7 years. We may change at
any time the number and/or length of Guarantee Periods we offer. If we no
longer offer a particular Guarantee Period, the existing Fixed Account
Value in that Guarantee Period will remain until the end of the period. At
that time, you must select a different Guarantee Period.
Capital Protection Plus
We offer a capital protection plus program. Under this program, we allocate
part of your purchase payment to the Guarantee Period you select.
Currently, you may select the 7-year Guarantee Period. Based on the length
of the period and the period's interest rate, we determine how much of your
purchase payment must be allocated to the Guarantee Period so that, at the
end of the Guarantee Period, the allocated amount plus interest will be
equal to your total purchase payment. We will allocate the rest of your
purchase payment to the Sub-account(s) of the Variable Account based on
your allocation instructions. If you surrender or transfer any part of the
Fixed Account Value before the end of the guarantee period, the value at
the end of that period will not equal your original purchase payment
amount.
For example, assume you choose the 7-year Guarantee Period and we receive
your purchase payment of $10,000 when the interest rate for the Guarantee
Period is 6.75% per year. We will allocate $6,331 to that Guarantee Period,
because $6,331 will increase at that interest rate to $10,000 after seven
years. The remaining $3,669 of the payment will be allocated to the Sub-
account(s) you selected.
Fixed Account Value
Fixed Account Value is equal to:
(a) all purchase payments allocated or amounts transferred to the
Fixed Account plus the interest credited on those payments or
amounts transferred; less
(b) any prior partial withdrawals or transfers from the Fixed Account,
including any applicable charges.
Interest Credits
We credit interest daily. The interest we credit is based on an annual
compound interest rate. It is credited to purchase payments allocated to
the Fixed Account at rates we declare for Guarantee Periods of one or more
years from the month and day of allocation. Any rate we set will be at
least 3% per year.
Our interest crediting method may result in each of your Guarantee Periods
being subject to different rates. For purposes of this section, we treat
Variable Account Value transferred to the Fixed Account and Fixed Account
Value renewed for or transferred to another Guarantee Period as a purchase
payment allocation.
Application of Market Value Adjustment
No market value adjustment applies to Guarantee Periods of fewer than three
years.
A market value adjustment applies to any Fixed Account Value surrendered,
withdrawn, transferred, or applied to an Annuity Option from a Guarantee
Period of three years or more, unless:
(a) the transaction occurs at the end of the Guarantee Period, or
(b) the Certificate is surrendered within 90 days for the Death
Benefit after the death of a Covered Person.
We apply the market value adjustment before we deduct any applicable
surrender charges or taxes.
If a market value adjustment applies to a surrender or the application to
an Annuity Option, we will add or deduct any positive or negative market
value adjustment amount, respectively, to your Certificate Value.
If a market value adjustment applies to either a partial withdrawal or a
transfer, we will add or deduct any positive or negative market value
adjustment, respectively, to, the partial withdrawal or transfer amount
after we have deducted the requested withdrawal or transfer amount from the
Fixed Account Value. This means that the net amount may be more or less
than the amount requested.
Effect of Market Value Adjustment
A market value adjustment reflects the change in prevailing current
interest rates since the beginning of a Guarantee Period. The market value
adjustment may be positive or negative. Any negative adjustment may be
limited in amount (see "Market Value Adjustment Factor" below).
Generally, if the treasury rate (see "Treasury Rates" below) for your
Guarantee Period is lower than the treasury rate for a new Guarantee Period
with a length equal to the time remaining in your Guarantee Period, the
market value adjustment will result in a reduction of the amount
surrendered, withdrawn, transferred, or applied to an Annuity Option.
On the other hand, if the treasury rate for your Guarantee Period is higher
than the treasury rate for a new Guarantee Period with a length equal to
the time remaining in your Guarantee Period, then the market value
adjustment will result in an increase in the amount surrendered, withdrawn,
transferred, or applied to an Annuity Option.
Market Value Adjustment Factor
We compute the market value adjustment for each of your Guarantee Periods
by multiplying the applicable amount surrendered, withdrawn, transferred,
or applied to an Annuity Option, by the market value adjustment factor. The
market value adjustment factor is calculated as the larger of formulas (a)
and (b):
(a) (1+a)/(1+b)(n/12)-1
where:
"a" is the treasury rate for the initial number of years in your Guarantee
Period;
"b" is the treasury rate for a period equal to the time remaining (rounded
up to the next whole number of 12-month periods) to the expiration of your
Guarantee Period; and
"n" is the number of complete Guarantee Period Months remaining before the
expiration of your Guarantee Period.
(b) (1.03)/(1+i)(y+d/#)-1
where:
"i" is the guaranteed interest rate for your Guarantee Period;
"y" is the number of complete 12-month periods that have elapsed in your
guarantee period;
"d" is the number of calendar days since the end of the last complete 12-
month period in your Guarantee Period or, if "y" is zero, the number of
calendar days since the start of your Guarantee Period; and
"#" is the number of calendar days in the current 12-month period of your
Guarantee Period, which is generally 365 days.
As stated above, the formula (b) amount will apply only if it is greater
than the formula (a) amount. This will occur only when the formula (a)
amount is negative and the formula (b) amount is a smaller negative number.
Under these conditions, formula a's full (normal) negative market value
adjustment will be limited to the extent that adjustment would decrease
your Guarantee Period's Fixed Account Value below the following amount:
(i) the amount allocated to your Guarantee Period; less
(ii) any prior systematic or partial withdrawal amounts and amounts
transferred; less
(iii) interest on the above items (i) and (ii) credited annually
at a rate of 3% per year.
Treasury Rates
The treasury rate for a Guarantee Period is the interest rate in the
Treasury Constant Maturity Series, as published by the Federal Reserve
Board, for a maturity equal to the number of years specified in "a" and "b"
in formula (a) above. Weekly series are published at the beginning of the
following week. The Determination Dates are the last business day before
the first and fifteenth of each calendar month.
To determine the "a" treasury rate, we use the weekly series first
published on or after the most recent Determination Date that occurs on or
before the Start Date for the Guarantee Period. If the Start Date is the
same as the Determination Date or the date of publication, or any date in
between, we instead use the weekly series first published after the prior
Determination Date. To determine the "b" treasury rate, we use the weekly
series first published on or after the most recent Determination Date which
occurs on or before the date on which the market value adjustment factor is
calculated. If the calculation date is the same as the Determination Date
or the date of publication, or any date in between, we will instead use the
weekly series first published after the prior Determination Date.
If the number of years and or 12-month periods specified in "a" or "b" is
not equal to a maturity in the Treasury Constant Maturity Series, we
determine the treasury rate by straight line interpolation between the
interest rates of the next highest and next lowest maturities.
If the Treasury Constant Maturity Series becomes unavailable, we will adopt
a comparable constant maturity index. If such a comparable index is not
available, we will replicate calculation of the Treasury Constant Maturity
Series Index based on U.S. Treasury Security coupon rates.
End of A Guarantee Period
We will notify you in writing at least 30 days prior to the end of each of
your Guarantee Periods. At the end of your Guarantee Period, we will
automatically transfer your Guarantee Period's Fixed Account Value to the
Stein Roe Money Market Sub-account unless we have received:
(a) your election of a new Guarantee Period from among those we offer
at that time; or
(b) your instructions to transfer the ending Fixed Account Value to
one or more Sub-accounts of the Variable Account.
You may not elect a new Guarantee Period longer than the number of years
remaining until the Income Date
Transfers of Fixed Account Value
You may transfer Fixed Account Value from one of your Guarantee Periods to
another or to one or more Sub-accounts of the Variable Account subject to
any applicable market value adjustment. If the Fixed Account Value
represents multiple Guarantee Periods, your transfer request must specify
from which values you want the transfer made.
The Certificate allows us to limit the number of transfers you may make in
a specified time period. Currently, we generally limit Variable Account and
Fixed Account transfers to unlimited transfers per calendar year with a
$500,000 per transfer dollar limit. See "Transfer of Variable Account
Value" and "Limits on Transfers". These limitations will not apply to any
transfer made at the end of a Guarantee Period. We will notify you prior to
changing the current limitations.
You must request transfers in writing unless you have authorized us in
writing to accept telephone transfer instructions from you or from a person
acting on your behalf as an attorney-in-fact under a power of attorney. By
authorizing us to accept telephone transfer instructions, you agree to the
conditions and procedures we establish from time to time. The current
conditions and procedures are in Appendix B. If you have authorized
telephone transfers, you will be notified in advance of any changes. A
person acting on your behalf as an attorney-in-fact under a power of
attorney may request transfers in writing.
If we receive your transfer requests before 4:00 P.M. Eastern Time, which
is the close of trading on the New York Stock Exchange, we will execute
them at the close of business that day. Any requests we receive later, we
will execute at the close of the next business day.
If you transfer 100% of a Guarantee Period's value and your current
allocation for purchase payments includes that Guarantee Period, we will
automatically change the allocation formula for future purchase payments
unless you instruct otherwise. For example, if the allocation formula is
50% to the one-year Guarantee Period and 50% to Sub-account A and you
transfer all Fixed Account Value to Sub-account A, we will change the
allocation formula to 100% to Sub-account A.
<PAGE>
APPENDIX B
TELEPHONE INSTRUCTIONS
Telephone Transfers of Certificate Values
1. If there are Joint Certificate Owners, both must authorize us to accept
telephone instructions but either Certificate Owner may give us telephone
instructions.
2. All callers must identify themselves. We reserve the right to refuse to
act upon any telephone instructions in cases where the caller has not
sufficiently identified himself/herself to our satisfaction.
3. Neither we nor any person acting on our behalf shall be subject to any
claim, loss, liability, cost or expense if we or such person acted in good
faith upon a telephone instruction, including one that is unauthorized or
fraudulent. However, we will employ reasonable procedures to confirm that a
telephone instruction is genuine and, if we do not, we may be liable for
losses due to an unauthorized or fraudulent instruction. You thus bear the
risk that an unauthorized or fraudulent instruction we execute may cause
your Certificate Value to be lower than it would be had we not executed the
instruction.
4. We record all conversations with disclosure at the time of the call.
5. The application for the Certificate may allow you to create a power of
attorney by authorizing another person to give telephone instructions.
Unless prohibited by state law, we will treat such power as durable in
nature and it shall not be affected by your subsequent incapacity,
disability or incompetency. Either we or the authorized person may cease to
honor the power by sending written notice to you at your last known
address. Neither we nor any person acting on our 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:
o we receive your written revocation,
o we discontinue the privilege, or
o we receive written evidence that you have entered into a market
timing or asset allocation agreement with an investment adviser
or with a broker/dealer.
7. If we receive telephone transfer instructions at 800-367-3653 before the
4:00 P.M. Eastern Time close of trading on the New York Stock Exchange,
they will be initiated that day based on the unit value prices calculated
at the close of that day. We will initiate instructions we receive after
the close of trading on the NYSE on the following business day.
8. Once we accept instructions, they may not be canceled.
9. You must make all transfers in accordance with the terms of the
Certificate and current prospectus. If your transfer instructions are not
in good order, we will not execute the transfer and will notify the caller
within 48 hours.
10. If you transfer 100% of any Sub-account's value and the allocation
formula for purchase payments includes that Sub-account, then we will
change the allocation formula for future purchase payments accordingly
unless we receive telephone instructions to the contrary. For example, if
the allocation formula is 50% to Sub-account A and 50% to Sub-account B and
you transfer all of Sub-account A's value to Sub-account B, we will change
the allocation formula to 100% to Sub-account B unless you instruct us
otherwise.
Telephone Changes to Purchase Payment Allocation Percentages
Numbers 1-6 above are applicable.
<PAGE>
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
K.A.VAP 6/98
Yes. I would like to receive the Keyport Advisor Variable Annuity Statement
of Additional Information.
Yes. I would like to receive the Statement of Additional Information for
the Eligible Funds of:
The Alger American Fund
Liberty Variable Investment Trust
SteinRoe Variable Investment Trust
Alliance Variable Products Series Fund, Inc.
MFS Variable Insurance Trust
Name
Address
City
State
Zip
<PAGE>
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 02110-2712
NO POSTAGE
NECESSARY
IF MAILED
IN THE
UNITED STATES
<PAGE>
PART B
<PAGE>
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 Keyport Advisor
variable annuity prospectus dated May 3, 1999. The SAI is incorporated by
reference 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.
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
Average Annual Total Return for a Certificate that is Surrendered....5
Change in Accumulation Unit Value...................................7
Yields for Stein Roe Money Market Sub-Account........................9
Financial Statements...................................................10
Variable Account A...................................................11
Keyport Life Insurance Company.......................................41
The date of this statement of additional information is May 3, 1999.
KA1999.SAI
<PAGE>
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, 1998, owned, indirectly, approximately
72% of the combined voting power of the outstanding stock of LFC (with the
balance being publicly held). For additional information about Keyport, see
page 12 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
without any deduction for the Distribution Charge defined in
(c)(ii) of the net investment factor formula; 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 currently 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 unlimited times every 12 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 5% 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, 1998 and 1997, and for each of the three years in the period
ended December 31, 1998, and the financial statements of Keyport Life
Insurance Company-Variable Account A at December 31, 1998 and for each of
the two years in the period ended December 31, 1998, appearing in this
Statement of Additional Information have been audited by 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.
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 Certificate 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 Stock 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.
Average Annual Total Return for a Certificate that is Surrendered
The tables below provide performance results for each Sub-Account through
December 31, 1998. The results shown in this section are not an estimate or
guarantee of future investment performance, and do not represent the actual
experience of amounts invested by a particular Certificate Owner.
The following tables were calculated using the method prescribed by the
Securities and Exchange Commission. They illustrate each Sub-Account's
average annual total return over the periods shown assuming a single $1,000
initial purchase payment and the surrender of the Certificate at the end of
each period. The Sub-Account's average annual total return is the annual
rate that would be necessary to achieve the ending value of an investment
kept in the Sub-Account for the period specified. The first table uses the
inception date of the Certificate's Sub-Accounts while the second table
assumes the Certificate was available prior to that date on the Funds'
inception date.
Each calculation assumes that the $1,000 initial purchase payment was
allocated to only one Sub-Account and no transfers or additional purchase
payments were made. The rate of return reflects all charges assessed
against a Certificate and the Sub-Account except for any premium taxes that
may be payable. The charges reflected are: a Contingent Deferred Sales
Charge that applies when the hypothetical Certificate is surrendered; the
annual 1.25% Mortality and Expense Risk Charge; the annual 0.15% sales
charge; and, on an allocated basis, the Certificate's Certificate
Maintenance Charge that is deducted at the end of each year and upon
surrender. The Contingent Deferred Sales Charge used in the calculations
for a particular Sub-Account is equal to the percentage charge in effect at
the end of the period multiplied by the assumed $1,000 payment. The
percentage charge declines from 7% to 1% over 7 years by 1% per year.
Average Annual Total Return for a
Certificate Surrendered on 12/31/98
Hypothetical $1,000 Purchase Payment*
Length of Investment Period
One Three Five Ten Since Sub-Account
Sub-Account Year Years Years Years Inception Shown
Alger Growth 39.03% N/A N/A N/A 29.99%(11/18/96)
Alger Small Cap** 6.93% N/A N/A N/A 9.78%(11/18/96)
Alliance Global Bond 5.54% N/A N/A N/A 2.52%(11/18/96)
Alliance Premier Growth 38.93% N/A N/A N/A 35.89%(11/18/96)
Colonial Growth and Income 2.60% N/A N/A N/A 15.74%(11/18/96)
Colonial Int'l Fund for Growth 4.40% N/A N/A N/A 0.05%(11/18/96)
Colonial Strategic Income -2.44% N/A N/A N/A 3.95%(11/18/96)
Colonial U. S. Stock 11.49% N/A N/A N/A 21.33%(11/18/96)
Liberty All-Star Equity 10.03% N/A N/A N/A 11.00%(11/15/97)
Newport Tiger -14.19% N/A N/A N/A -21.38%(11/18/96)
Stein Roe Global Utilities 9.70% N/A N/A N/A 19.35%(11/18/96)
MFS Emerging Growth 25.31% N/A N/A N/A 20.93%(11/18/96)
MFS Research 14.68% N/A N/A N/A 16.82%(11/18/96)
Stein Roe Balanced 3.99% N/A N/A N/A 10.36%(11/18/96)
Stein Roe Growth Stock 19.14% N/A N/A N/A 23.89%(11/18/96)
Stein Roe Mortgage Securities -1.68% N/A N/A N/A 3.77%(11/18/96)
Stein Roe Special Venture -24.15% N/A N/A N/A -7.26%(11/18/96)
* Fund expenses in excess of defined amounts were reimbursed during one or
more calendar years for all Funds except Colonial Int'l Fund for Growth,
Newport Tiger and Stein Roe Balanced. Without this expense reimbursement
any return percentages shown that include these calendar years would be
lower. See footnote 2 on page 7 of the prospectus for any expense
reimbursement percentages currently applicable to the Funds.
** Because of a systems error, the 1.40% asset annuity based charge for
11/18/96 through 5/19/97 was added back to the Alger Small Cap Sub-Account
on 5/20/97. Had this error not occurred, performance since inception would
have been: 9.41%.
<PAGE>
Average Annual Total Return for a
Certificate Surrendered on 12/31/98
Hypothetical $1,000 Purchase Payment*
Length of Investment Period
One Three Five Ten Since Fund
Sub-Account Year Years Years Years Inception Shown
Alger Growth 39.03% 25.66% 22.01% N/A 20.33%(1/9/89)
Alger Small Cap** 6.93% 7.86% 11.43% 18.27% 17.30%(9/21/88)
Alliance Global Bond 5.54% 4.17% 5.81% N/A 7.23%(7/15/91)
Alliance Premier Growth 38.93% 31.83% 25.93% N/A 23.66%(6/26/92)
Colonial Growth and Income 2.60% 16.46% 15.03% N/A 14.46%(7/1/93)
Colonial Int'l Fund for Growth 4.40% 2.18% N/A N/A 0.98%(5/3/94)
Colonial Strategic Income -2.44% 5.63% N/A N/A 7.68%(7/13/94)
Colonial U. S. Stock 11.49% 22.01% N/A N/A 21.91%(7/5/94)
Liberty All-Star Equity 10.03% N/A N/A N/A 9.29%(11/15/97)
Newport Tiger -14.19% -12.94% N/A N/A -7.38%(5/1/95)
Stein Roe Global Utilities 9.70% 14.89% 12.67% N/A 10.97%(7/1/93)
MFS Emerging Growth 25.31% 21.55% N/A N/A 24.14%(7/24/95)
MFS Research 14.68% 19.31% N/A N/A 20.05%(7/26/95)
Stein Roe Balanced 3.99% 12.34% 11.23% N/A 11.37%(1/1/89)
Stein Roe Growth Stock 19.14% 24.46% 19.62% N/A 17.29%(1/1/89)
Stein Roe Mortgage Securities -1.68% 4.14% 4.99% N/A 6.73%(1/1/89)
Stein Roe Special Venture -24.16% 1.49% 3.26% N/A 10.96%(1/1/89)
* Fund expenses in excess of defined amounts were reimbursed during one or
more calendar years for all Funds except Colonial Int'l Fund for Growth,
Newport Tiger and Stein Roe Balanced. Without this expense reimbursement
any return percentages shown that include these calendar years would be
lower. See footnote 2 on page 7 of the prospectus any expense reimbursement
percentages currently applicable to the Funds.
** Because of a systems error, the 1.40% asset annuity based charge for
11/18/96 through 5/19/97 was added back to the Alger Small Cap Sub-Account
on 5/20/97. Had this error not occurred, performance would have been:
6.93%, 7.60%, 11.27%, 17.74% and 17.21%, respectively.
Change in Accumulation Unit Value
The following performance information illustrates the average annual change
and the actual annual change in Accumulation Unit values for each Sub-
Account and is computed differently than the standardized average annual
total return information. Performance information for periods prior to the
inception date of the Contract's Sub-Accounts (11/18/96 except for Liberty
All-Star Equity (11/15/97)) assumes the Certificates were available prior
to that date on the Funds' inception date.
A Sub-Account's average annual change in Accumulation Unit values is the
annualized rate at which the value of a Unit changes over the time period
illustrated. A Sub-Account's actual annual change in Accumulation Unit
values is the rate at which the value of a Unit changes over each 12-month
period illustrated. These rates of change in Accumulation Unit values
reflect the Certificate's annual 1.25% Mortality and Expense Risk Charge
and the annual 0.15% sales charge. They do not reflect deductions for any
Contingent Deferred Sales Charge, Certificate Maintenance Charge, and
premium taxes. The rates of change would be lower if these charges were
included.
Average Annual Change Average Annual Change
In Accumulation Unit in Accumulation Unit Value
Value From Fund over the period shown
Inception Shown through 12/31/98
Sub-Account through 12/31/98** Three Years Five Years Ten Years
Alger Growth 20.33% (1/9/89) 26.50% 22.19% N/A
Alger Small Cap*** 17.30% (9/20/88) 8.99% 11.69% 18.27%
Alliance Global Bond 7.23% (7/15/91) 5.38% 6.13% N/A
Alliance Premier Growth 23.71% (6/26/92) 32.59% 26.09% N/A
Colonial Growth and Income 14.66% (7/1/93) 17.43% 15.26% N/A
Colonial Int'l Fund for Growth 1.59% (5/3/94) 3.44% N/A N/A
Colonial Strategic Income 8.19% (7/5/94) 6.81% N/A N/A
Colonial U. S. Stock 22.24% (7/5/94) 22.90% N/A N/A
Liberty All-Star Equity 15.59% (11/15/97) N/A N/A N/A
Newport Tiger -6.34% (5/1/95) -11.75% N/A N/A
Stein Roe Global Utilities 11.20% (7/1/93) 15.98% 12.92% N/A
MFS Emerging Growth 24.82% (7/24/95) 22.44% N/A N/A
MFS Research 20.79% (7/26/95) 20.24% N/A N/A
Stein Roe Balanced 11.37% (1/1/89) 13.39% 11.49% N/A
Stein Roe Growth Stock 17.29% (1/1/89) 25.31% 19.81% N/A
Stein Roe Mortgage Securities 6.73% (1/1/89) 5.35% 5.32% N/A
Stein Roe Special Venture 10.96% (1/1/89) 2.77% 3.61% N/A
12-Month Period Change in Accumulation
Unit Value**
Sub-Account 1989 1990 1991 1992 1993 1994
Alger Growth 22.42%* 2.69% 38.45% 10.82% 20.78% 0.05%
Alger Small Cap*** 62.22% 7.21% 55.37% 2.12% 11.72% -5.69%
Alliance Global Bond N/A N/A 10.29%* 3.40% 9.61% -6.46%
Alliance Premier Growth N/A N/A N/A 12.99%* 11.07% -4.30%
Colonial Growth and Income N/A N/A N/A N/A 4.28%* -2.12%
Colonial Int'l Fund for Growth N/A N/A N/A N/A N/A -6.86%*
Colonial Strategic Income N/A N/A N/A N/A N/A 0.15%*
Colonial U. S. Stock N/A N/A N/A N/A N/A 3.69%*
Liberty All-Star Equity N/A N/A N/A N/A N/A N/A
Newport Tiger N/A N/A N/A N/A N/A N/A
Stein Roe Global Utilities N/A N/A N/A N/A -2.38%* -11.51%
MFS Emerging Growth N/A N/A N/A N/A N/A N/A
MFS Research N/A N/A N/A N/A N/A N/A
Stein Roe Balanced 20.82% -2.11% 26.17% 6.04% 7.78% -4.52%
Stein Roe Growth Stock 29.58% -3.04% 45.98% 5.15% 3.52% -7.64%
Stein Roe Mortgage Securities 11.33% 7.59% 12.90% 4.49% 4.80% -2.93%
Stein Roe Special Venture 29.27% -10.29% 35.36% 12.90% 33.80% -0.20%
12-Month Period Change in Accumulation
Unit Value**
Sub-Account 1995 1996 1997 1998
Alger Growth 34.49% 11.77% 24.01% 46.03%
Alger Small Cap*** 42.32% 2.73% 10.62% 13.93%
Alliance Global Bond 23.02% 4.72% -0.72% 12.54%
Alliance Premier Growth 42.85% 21.00% 32.01% 45.93%
Colonial Growth and Income 28.34% 16.16% 27.19% 9.60%
Colonial Int'l Fund for Growth 4.39% 3.62% -4.12% 11.40%
Colonial Strategic Income 16.67% 8.20% 7.70% 4.56%
Colonial U. S. Stock 27.91% 20.14% 30.41% 18.49%
Liberty All-Star Equity N/A N/A 0.63%* 17.03%
Newport Tiger 14.46%* 9.69% -32.09% -7.73%
Stein Roe Global Utilities 33.30% 5.04% 26.98% 16.70%
MFS Emerging Growth 16.70%* 15.40% 20.22% 32.31%
MFS Research 9.97%* 20.46% 18.60% 21.68%
Stein Roe Balanced 23.75% 14.01% 15.21% 10.99%
Stein Roe Growth Stock 35.84% 19.59% 30.45% 26.14%
Stein Roe Mortgage Securities 14.14% 3.25% 7.54% 5.32%
Stein Roe Special Venture 10.21% 25.18% 6.32% -18.45%
* Percentage of change is for less than 12 months; it is for the period
from the inception date shown to the end of the year.
** Fund expenses in excess of defined amounts were reimbursed during one or
more calendar years for all Funds except Colonial Int'l Fund for Growth,
Newport Tiger and Stein Roe Balanced. Without this expense reimbursement
any return percentages shown that include these calendar years would be
lower. See footnote 2 on page 7 of the prospectus for any expense
reimbursement percentages currently applicable to the Funds.
*** Because of a systems error, the 1.40% asset annuity based charge for
11/18/96 through 5/19/97 was added back to the Alger Small Cap Sub-Account
on 5/20/97. Had this error not occurred, performance would have been:
17.21% (since inception), 8.74% (three years), 11.53% (five years), 17.74%
(ten years) and 13.93% (1998).
Yield for Stein Roe Money Market Sub-Account
Yield percentages for the Stein Roe Money Market Sub-Account are calculated
using the method prescribed by the Securities and Exchange Commission.
Yields reflect the deduction of the annual 1.40% asset-based Certificate
charges. Yields also reflect, on an allocated basis, the Certificate's
annual $36 Certificate Maintenance Charge that is collected after the first
Certificate Anniversary. Yields do not reflect Contingent Deferred Sales
Charges and premium tax charges. The yield would be lower if these charges
were included. The following is the standardized formula:
Yield equals: (A - B - 1) x 365
C 7
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 $36 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.
For the 7-day period ended 12/31/98 the yield for the Stein Roe Money
Market Sub-Account was 3.46%.
FINANCIAL STATEMENTS
The financial statements of the Variable Account and Keyport Life Insurance
Company 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.
<PAGE>
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, 1998,
and the related statement of operations and changes in net assets for each
of the two years in the period then ended. 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, 1998 and the results of its
operations and changes in net assets for each of the two years in the
period then ended, in conformity with generally accepted accounting
principles.
Boston, Massachusetts /s/Ernst & Young LLP
March 12, 1999
<PAGE>
KEYPORT LIFE INSURANCE COMPANY -VARIABLE ACCOUNT A
Statement of Assets and Liabilities
December 31, 1998
Assets
Investments at market value:
AIM Variable Insurance Funds, Inc.
AIM Capital Appreciation - 6B 379 shares (cost $8,974) $ 9,554
AIM Growth Fund - 6E 8,146 shares (cost $186,384) 202,010
AIM International Equity - 6F 16,572 share (cost $310,852) 325,136
Alger American Fund
Alger American Growth Portfolio - 417,273 shares
(cost $18,676,912) 22,207,260
Alger American Small Capitalization Portfolio - 196,871
shares (cost $8,130,968) 8,656,431
Alliance Variable Products Series Fund, Inc.
Alliance Global Bond Portfolio - 927,269 shares
(cost $10,847,338) 11,516,687
Alliance Premier Growth Portfolio - 1,731,558 shares
(cost $44,053,572) 53,730,245
Alliance Growth & Income - 25,632 shares (cost $503,344) 559,796
Alliance Real Estate- 12,184 shares (cost $121,561) 119,161
MFS Variable Insurance Trust
MFS Emerging Growth Series - 894,367 shares
(cost $15,706,134) 19,202,062
MFS Bond Series - 75,777 shares (cost $852,491) 862,341
MFS Research Series - 1,419,949 shares (cost $23,550,261) 27,050,035
Manning & Napier Insurance Fund, Inc.
Manning & Napier Small Cap Portfolio - 311 shares
(cost $2,986) 2,602
Manning & Napier Growth Portfolio - 38,370 shares
(cost $484,706) 456,597
Manning & Napier Equity Portfolio - 257 shares
(cost $2,687) 3,139
SteinRoe Variable Investment Trust
SteinRoe Money Market Fund - 30,900,827 shares
(cost $30,900,827) 30,900,827
SteinRoe Special Venture Fund - 458,531 shares
(cost $7,115,633) 6,245,190
SteinRoe Balanced Fund - 3,016,489 shares
(cost $47,584,545) 51,702,622
SteinRoe Mortgage Securities Fund - 2,386,633 shares
(cost $25,382,097) 25,751,769
SteinRoe Growth Stock Fund - 714,362 shares
(cost $25,625,516) 31,096,195
Liberty Variable Investment Trust
Colonial Growth and Income Fund - 3,024,919 shares
(cost $47,587,882) 49,578,423
SteinRoe Global Utilities Fund - 1,173,402 shares
(cost $14,746,249) 16,146,012
Colonial International Fund for Growth - 16,949,331
shares (cost $33,598,287) 33,898,662
Colonial Strategic Income Fund - 4,422,610 shares
(cost $50,766,366) 49,002,513
Colonial U.S. Stock Fund - 3,037,545 shares
(cost $52,955,373) 57,075,468
Colonial High Yield Securities Fund -101,476 shares
(cost $979,969) 944,743
Colonial Small Cap Value Fund - 5,363 shares
(cost $42,018) 46,067
Newport Tiger Fund - 2,731,285 shares (cost $5,050,529) 4,288,118
Liberty All-Star Equity Fund - 3,482,795 shares
(cost $14,157,767) 41,445,264
Total assets 543,024,929
Liabilities
Due to Keyport Life Insurance Company (Note 2) (26,722)
Net assets $542,998,207
Net assets
Variable annuity contracts (Note 5) $450,011,371
Annuity reserves (Note 2) 70,314,564
Retained by Keyport Life Insurance Company (Note 2) 22,672,272
Net assets $542,998,207
See accompanying notes.
<PAGE>
KEYPORT LIFE INSURANCE COMPANY - VARIABLE ACCOUNT A
Statement of Operations and Changes in Net Assets
For the Years Ended December 31, 1998 and 1997
AIM Capital AIM
Appreciation - 6B* Growth - 6E *
1998 1998
Income
Dividends $ 256 $ 8,896
Expenses (Note 3)
Mortality and expense
risk and administrative
charges 105 2,217
Net investment income
(expense) 151 6,679
Realized gain (loss) 1 186
Unrealized appreciation
(depreciation) during
the period 580 15,627
Net increase (decrease)
in net assets from
operations 732 22,492
Purchase payments from
contract owners 8,742 166,041
Transfers between accounts 80 13,477
Contract terminations
and annuity payouts - -
Other transfers to
Keyport Life Insurance
Company - -
Net increase (decrease)
in net assets from
contract transactions 8,822 179,518
Net assets at
beginning of period - -
Net assets at end
of period $ 9,554 $ 202,010
* Commenced operations May 19, 1998
See accompanying notes.
<PAGE>
KEYPORT LIFE INSURANCE COMPANY - VARIABLE ACCOUNT A
Statement of Operations and Changes in Net Assets
For the Years Ended December 31, 1998 and 1997
AIM International Alger American
Equity - 6F * Growth Portfolio
1998 1998 1997
Income
Dividends $ 1,557 $ 922,815 $ 7,036
Expenses (Note 3)
Mortality and expense
risk and administrative
charges 3,569 283,553 15,446
Net investment income
(expense) (2,012) 639,262 (8,410)
Realized gain (loss) (10) 7,907 4,303
Unrealized appreciation
(depreciation) during
the period 14,284 3,388,828 142,736
Net increase (decrease)
in net assets from
operations 12,262 4,035,997 138,629
Purchase payments from
contract owners 309,855 10,554,510 2,181,692
Transfers between accounts 3,019 8,177,650 506,725
Contract terminations and
annuity payouts - (2,990,747) (346,642)
Other transfers to
Keyport Life Insurance
Company - - (138,831)
Net increase (deacrease)
in net assets
from contract
transactions 312,874 15,741,413 2,202,944
Net assets at beginning
of period - 2,429,850 88,277
Net assets at end of
period $ 325,136 $22,207,260 $ 2,429,850
* Commenced operations May 19, 1998
See accompanying notes.
<PAGE>
KEYPORT LIFE INSURANCE COMPANY - VARIABLE ACCOUNT A
Statement of Operations and Changes in Net Assets
For the Years Ended December 31, 1998 and 1997
Alger American Small Alliance Global
Capitalization Portfolio Bond Portfolio
1998 1997 1998 1997
Income
Dividends $ 512,814 $ 19,970 $ 85,813 $ 46,153
Expenses (Note 3)
Mortality and expense
risk and administrative
charges 98,963 6,420 138,776 13,195
Net investment income
(expense) 413,851 13,550 (52,963) 32,958
Realized gain (loss) (7,450) 884 2,468 (569)
Unrealized appreciation
(depreciation) during
the period 444,946 80,144 668,715 567
Net increase (decrease) in
net assets from
operations 851,347 94,578 618,220 32,956
Purchase payments from
contract owners 4,038,589 1,243,346 5,658,084 2,259,490
Transfers between
accounts 3,133,840 472,305 5,089,523 122,656
Contract terminations
and annuity payouts (1,107,934) (37,571) (1,935,854) (245,542)
Other transfers to
Keyport Life Insurance
Company - (100,030) - (119,789)
Net increase (decrease)
in net assets
from contract
transactions 6,064,495 1,578,050 8,811,753 2,016,815
Net assets at beginning
of period 1,740,589 67,961 2,086,714 36,943
Net assets at end of
period $ 8,656,431 $1,740,589 $11,516,687 $2,086,714
See accompanying notes.
<PAGE>
KEYPORT LIFE INSURANCE COMPANY - VARIABLE ACCOUNT A
Statement of Operations and Changes in Net Assets
For the Years Ended December 31, 1998 and 1997
Alliance Premier Alliance Growth
Growth Portfolio & Income *
1998 1997 1998
Income
Dividends $ 14,979 $ 1,673 $ -
Expenses (Note 3)
Mortality and expense
risk and administrative
charges 676,381 23,650 6,145
Net investment income
(expense) (661,402) (21,977) (6,145)
Realized gain (loss) 318 1,545 169
Unrealized appreciation
(depreciation) during
the period 9,334,300 342,779 56,451
Net increase (decrease)
in net assets from
operations 8,673,216 322,347 50,475
Purchase payments from
contract owners 29,356,134 3,624,819 519,916
Transfers between
accounts 20,346,792 608,727 9,887
Contract terminations and
annuity payouts (8,848,981) (163,817) (20,482)
Other transfers to
Keyport Life Insurance
Company - (240,813) -
Net increase (decrease)
in net assets
from contract
transactions 40,853,945 3,828,916 509,321
Net assets at beginning
of period 4,203,084 51,821 -
Net assets at end of
period $ 53,730,245 $ 4,203,084 $ 559,796
* Commenced operations May 19, 1998
See accompanying notes.
<PAGE>
KEYPORT LIFE INSURANCE COMPANY - VARIABLE ACCOUNT A
Statement of Operations and Changes in Net Assets
For the Years Ended December 31, 1998 and 1997
Alliance MFS Emerging
Real Estate * Growth Series
1998 1998 1997
Income
Dividends $ - $ 43,497 $ -
Expenses (Note 3)
Mortality and expense
risk and administrative
charges 1,308 241,758 16,111
Net investment income
(expense) (1,308) (198,261) (16,111)
Realized gain (loss) (11) (5,826) 3,701
Unrealized appreciation
(depreciation) during
during the period (2,401) 3,304,524 192,521
Net increase (decrease)
in net assets from
operations (3,720) 3,100,437 180,111
Purchase payments from
contract owners 119,542 11,148,879 2,160,760
Transfers between
accounts 3,366 5,908,917 208,009
Contract terminations and
annuity payouts (27) (3,356,215) (66,034)
Other transfers to
Keyport Life Insurance
Company - - (137,696)
Net increase (decrease)
in net assets
from contract
transactions 122,881 13,701,581 2,165,039
Net assets at beginning
of period - 2,400,044 54,894
Net assets at end of
period $ 119,161 $19,202,062 $ 2,400,044
* Commenced operations May 19, 1998
See accompanying notes.
<PAGE>
KEYPORT LIFE INSURANCE COMPANY - VARIABLE ACCOUNT A
Statement of Operations and Changes in Net Assets
For the Years Ended December 31, 1998 and 1997
MFS Bond Series * MFS Research Series
1998 1998 1997
Income
Dividends $ - $ 209,197 $ -
Expenses (Note 3)
Mortality and expense
risk and administrative
charges 9,466 324,618 37,551
Net investment income
(expense) (9,466) (115,421) (37,551)
Realized gain (loss) 69 4,725 9,594
Unrealized appreciation
(depreciation) during
during the period 9,849 3,157,773 343,416
Net increase (decrease)
in net assets from
operations 452 3,047,077 315,459
Purchase payments from
contract owners 805,355 12,688,545 5,140,002
Transfers between
accounts 56,588 9,878,627 522,262
Contract terminations and
annuity payouts (54) (4,099,205) (237,046)
Other transfers to
Keyport Life Insurance
Company - - (317,380)
Net increase (decrease)
in net assets
from contract
transactions 861,889 18,467,967 5,107,838
Net assets at beginning
of period - 5,534,991 111,694
Net assets at end of
period $ 862,341 $27,050,035 $ 5,534,991
* Commenced operations May 19, 1998
See accompanying notes.
<PAGE>
KEYPORT LIFE INSURANCE COMPANY - VARIABLE ACCOUNT A
Statement of Operations and Changes in Net Assets
For the Years Ended December 31, 1998 and 1997
Manning & Napier Manning & Napier
Small Cap Portfolio Growth Portfolio
1998 1997 1998
Income
Dividends $ 517 $ - $ 17,491
Expenses (Note 3)
Mortality and expense
risk and administrative
charges 29 22 5,012
Net investment income
(expense) 488 (22) 12,479
Realized gain (loss) 3 - (7)
Unrealized appreciation
(depreciation) during
during the period (856) 348 (28,108)
Net increase (decrease)
in net assets from
operations (365) 326 (15,636)
Purchase payments from
contract owners - - 466,902
Transfers between
accounts (2,320) 2,635 5,331
Contract terminations and
annuity payouts - - -
Other transfers to
Keyport Life Insurance
Company - (309) -
Net increase (decrease)
in net assets
from contract
transactions (2,320) 2,326 472,233
Net assets at beginning
of period 5,287 2,635 -
Net assets at end of
period $ 2,602 $ 5,287 $ 456,597
See accompanying notes.
<PAGE>
KEYPORT LIFE INSURANCE COMPANY - VARIABLE ACCOUNT A
Statement of Operations and Changes in Net Assets
For the Years Ended December 31, 1998 and 1997
Manning & Napier SteinRoe Money
Equity Portfolio Market Fund
1998 1997 1998 1997
Income
Dividends $ 200 $ 11 $ 103,247 $ 88,861
Expenses (Note 3)
Mortality and expense
risk and administrative
charges 34 21 1,055,552 22,431
Net investment income
(expense) 166 (10) (952,305) 66,430
Realized gain (loss) 6 - - -
Unrealized appreciation
(depreciation) during
during the period (96) 533 - -
Net increase (decrease)
in net assets from
operations 76 523 (952,305) 66,430
Purchase payments from
contract owners - - 26,805,829 4,086,249
Transfers between
accounts (2,226) 2,537 9,997,765 (248,406)
Contract terminations and
annuity payouts - - (8,183,303) (507,784)
Other transfers to
Keyport Life Insurance
Company - (309) - (185,241)
Net increase (decrease)
in net assets
from contract
transactions (2,226) 2,228 28,620,291 3,144,818
Net assets at beginning
of period 5,289 2,538 3,232,841 21,593
Net assets at end of
period $ 3,139 $ 5,289 $30,900,827 $ 3,232,841
See accompanying notes.
<PAGE>
KEYPORT LIFE INSURANCE COMPANY - VARIABLE ACCOUNT A
Statement of Operations and Changes in Net Assets
For the Years Ended December 31, 1998 and 1997
SteinRoe Special SteinRoe
Venture Fund Balanced Fund
1998 1997 1998 1997
Income
Dividends $ - $ 272,821 $ - $ 562,770
Expenses (Note 3)
Mortality and expense
risk and administrative
charges 62,279 19,873 431,783 70,541
Net investment income
(expense) (62,279) 252,948 (431,783) 492,229
Realized gain (loss) 145,327 2,563 408,403 38,346
Unrealized appreciation
(depreciation) during
during the period (699,035) (171,408) 3,944,917 173,160
Net increase (decrease)
in net assets from
operations (615,987) 84,103 3,921,537 703,735
Purchase payments from
contract owners 3,375,836 2,598,769 22,947,236 9,462,383
Transfers between
accounts 1,244,874 311,872 17,871,316 191,572
Contract terminations and
annuity payouts (445,514) (213,965) (2,320,956) (672,546)
Other transfers to
Keyport Life Insurance
Company - (153,750) - (531,642)
Net increase (decrease)
in net assets
from contract
transactions 4,175,196 2,542,926 38,497,596 8,449,767
Net assets at beginning
of period 2,685,981 58,952 9,283,489 129,987
Net assets at end of
period $6,245,190 $2,685,981 $51,702,622 $9,283,489
See accompanying notes.
<PAGE>
KEYPORT LIFE INSURANCE COMPANY - VARIABLE ACCOUNT A
Statement of Operations and Changes in Net Assets
For the Years Ended December 31, 1998 and 1997
SteinRoe Mortgage SteinRoe Growth
Securities Fund Stock Fund
1998 1997 1998 1997
Income
Dividends $ - $ - $ - $ 55,649
Expenses (Note 3)
Mortality and expense
risk and administrative
charges 250,260 39,014 268,921 18,450
Net investment income
(expense) (250,260) (39,014) (268,921) 37,199
Realized gain (loss) (21,858) 5,479 1,110,012 7,640
Unrealized appreciation
(depreciation) during
during the period 146,629 232,370 5,175,373 295,306
Net increase (decrease)
in net assets from
operations (125,489) 198,835 6,016,464 340,145
Purchase payments from
contract owners 11,312,207 4,838,331 16,066,184 1,911,470
Transfers between
Accounts 10,917,911 880,659 7,673,007 354,426
Contract terminations and
annuity payouts (1,600,632) (484,716) (1,063,029) (88,499)
Other transfers to
Keyport Life Insurance
Company - (300,709) - (137,696)
Net increase (decrease)
in net assets
from contract
transactions 20,629,486 4,933,565 22,676,162 2,039,701
Net assets at beginning
of period 5,247,772 115,372 2,403,569 23,723
Net assets at end of
period $25,751,769 $5,247,772 $31,096,195 $2,403,569
See accompanying notes.
<PAGE>
KEYPORT LIFE INSURANCE COMPANY - VARIABLE ACCOUNT A
Statement of Operations and Changes in Net Assets
For the Years Ended December 31, 1998 and 1997
Colonial Growth SteinRoe Global
and Income Fund Utilities Fund
1998 1997 1998 1997
Income
Dividends $ 1,866,557 $ 1,106,861 $ 253,744 $ 180,945
Expenses (Note 3)
Mortality and expense
risk and administrative
charges 489,409 85,976 158,679 16,814
Net investment income
(expense) 1,377,148 1,020,885 95,065 164,131
Realized gain (loss) 56,210 1,229 17,820 14,318
Unrealized appreciation
(depreciation) during
during the period 1,591,420 415,501 1,289,332 111,657
Net increase (decrease)
in net assets from
operations 3,024,778 1,437,615 1,402,217 290,106
Purchase payments from
contract owners 21,519,326 10,591,566 7,058,523 2,094,656
Transfers between
accounts 16,633,854 521,716 6,141,991 305,113
Contract terminations and
annuity payouts (2,946,314) (814,237) (821,372) (217,417)
Other transfers to
Keyport Life Insurance
Company (18,401) (650,196) (2,232) (135,226)
Net increase (decrease)
in net assets
from contract
transactions 35,188,465 9,648,849 12,376,910 2,047,126
Net assets at beginning
of period 11,346,779 260,315 2,364,653 27,421
Net assets at end of
period $49,560,022 $11,346,779 $16,143,780 $2,364,653
See accompanying notes.
<PAGE>
KEYPORT LIFE INSURANCE COMPANY - VARIABLE ACCOUNT A
Statement of Operations and Changes in Net Assets
For the Years Ended December 31, 1998 and 1997
Colonial International Colonial Strategic
Fund for Growth Income Fund
1998 1997 1998 1997
Income
Dividends $ 127,229 $ 403,055 $ 2,985,885 $ 422,411
Expenses (Note 3)
Mortality and expense
risk and administrative
charges 326,216 73,074 483,306 65,183
Net investment income
(expense) (198,987) 329,981 2,502,579 357,228
Realized gain (loss) 1,670 (1,137) (1,086) 1,156
Unrealized appreciation
(depreciation) during
during the period 1,116,168 (807,565) (1,746,749) 2,913
Net increase (decrease)
in net assets from
operations 918,851 (478,721) 754,744 361,297
Purchase payments from
contract owners 14,230,002 9,865,737 22,100,729 9,201,396
Transfers between
accounts 10,942,976 1,900,319 20,425,398 697,296
Contract terminations and
annuity payouts (2,278,286) (758,352) (3,326,987) (908,548)
Other transfers to
Keyport Life Insurance
Company (639) (577,952) - (518,675)
Net increase (decrease)
in net assets
from contract
transactions 22,894,053 10,429,752 39,199,140 8,471,469
Net assets at beginning
of period 10,085,119 134,088 9,048,629 215,863
Net assets at end of
period $33,898,023 $10,085,119 $49,002,513 $ 9,048,629
See accompanying notes.
<PAGE>
KEYPORT LIFE INSURANCE COMPANY - VARIABLE ACCOUNT A
Statement of Operations and Changes in Net Assets
For the Years Ended December 31, 1998 and 1997
Colonial U.S. Colonial High Yield
Stock Fund Securities Fund *
1998 1997 1998
Income
Dividends $ 2,277,895 $ 930,220 $ 43,741
Expenses (Note 3)
Mortality and expense
risk and administrative
charges 556,819 77,827 10,850
Net investment income
(expense) 1,721,076 852,393 32,891
Realized gain (loss) 102,275 12,679 158
Unrealized appreciation
(depreciation) during
during the period 3,613,148 514,911 (35,226)
Net increase (decrease)
in net assets from
operations 5,436,499 1,379,983 (2,177)
Purchase payments from
contract owners 27,320,953 8,438,980 1,001,169
Transfers between
accounts 16,723,140 1,833,702 (17,492)
Contract terminations and
annuity payouts (2,966,899) (621,133) (36,757)
Other transfers to
Keyport Life Insurance
Company (4,860) (605,245) (47)
Net increase
in net assets
from contract
transactions 41,072,334 9,046,304 946,873
Net assets at beginning
of period 10,561,775 135,488 -
Net assets at end of
period $ 57,070,608 $ 10,561,775 $ 944,696
* Commenced operations May 19, 1998
See accompanying notes.
<PAGE>
KEYPORT LIFE INSURANCE COMPANY - VARIABLE ACCOUNT A
Statement of Operations and Changes in Net Assets
For the Years Ended December 31, 1998 and 1997
Colonial Small Cap
Value Fund * Newport Tiger Fund
1998 1998 1997
Income
Dividends $ 438 $ 80,691 $ 14,295
Expenses (Note 3)
Mortality and expense
risk and administrative
charges 506 48,602 18,422
Net investment income
(expense) (68) 32,089 (4,127)
Realized gain (loss) 121 12,183 (22,847)
Unrealized appreciation
(depreciation) during
during the period 4,049 (310,542) (450,812)
Net increase (decrease)
in net assets from
operations 4,102 (266,270) (477,786)
Purchase payments from
contract owners 38,722 1,541,776 2,256,281
Transfers between
accounts 3,243 1,412,702 372,400
Contract terminations and
annuity payouts - (474,114) (54,826)
Other transfers to
Keyport Life Insurance
Company (12) - (118,554)
Net increase (decrease)
in net assets
from contract
transactions 41,953 2,480,364 2,455,301
Net assets at beginning
of period - 2,074,024 96,509
Net assets at end of
Period $ 46,055 $ 4,288,118 $ 2,074,024
* Commenced operations May 19, 1998
See accompanying notes.
<PAGE>
KEYPORT LIFE INSURANCE COMPANY - VARIABLE ACCOUNT A
Statement of Operations and Changes in Net Assets
For the Years Ended December 31, 1998 and 1997
Liberty All-Star Equity Fund
1998 1997
Income
Dividends $ 173,281 $ 21,113
Expenses (Note 3)
Mortality and expense
risk and administrative
charges 235,064 913
Net investment income
(expense) (61,783) 20,200
Realized gain (loss) 152,083 -
Unrealized appreciation
(depreciation) during
during the period 5,074,612 145,370
Net increase (decrease)
in net assets from
operations 5,164,912 165,570
Purchase payments from
contract owners 11,242,834 722,965
Transfers between
accounts 7,882,616 21,357,812
Contract terminations and
annuity payouts (3,871,455) (15,331)
Other transfers to
Keyport Life Insurance
Company (531) (1,204,659)
Net increase (decrease)
in net assets from
contract transactions 15,253,464 20,860,787
Net assets at beginning
of period 21,026,357 -
Net assets at end of
Period $ 41,444,733 $ 21,026,357
See accompanying notes.
<PAGE>
KEYPORT LIFE INSURANCE COMPANY - VARIABLE ACCOUNT A
Statement of Operations and Changes in Net Assets
For the Years Ended December 31, 1998 and 1997
Total Total
1998 1997
Income
Dividends $ 9,730,740 $ 4,133,844
Expenses (Note 3)
Mortality and expense
risk and administrative
charges 6,170,180 620,934
Net investment income
(expense) 3,560,560 3,512,910
Realized gain (loss) 1,985,866 78,884
Unrealized appreciation
(depreciation) during
during the period 39,528,512 1,564,447
Net increase (decrease)
in net assets from
operations 45,074,938 5,156,241
Purchase payments from
contract owners 262,402,420 82,678,892
Transfers between
accounts 180,475,852 30,924,337
Contract terminations and
annuity payouts (52,695,117) (6,454,006)
Other transfers to
Keyport Life Insurance
Company (26,722) (6,174,702)
Net increase (decrease)
in net assets from contract
transactions 390,156,433 100,974,521
Net assets at beginning
of period 107,766,836 1,636,074
Net assets at end of
period $ 542,998,207 $ 107,766,836
See accompanying notes.
<PAGE>
KEYPORT LIFE INSURANCE COMPANY - VARIABLE ACCOUNT A
Notes to Financial Statements
December 31, 1998
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 three contracts: Keyport
Advisor Variable Annuity, Keyport Advisor Vista Variable Annuity and
Manning & Napier Variable Annuity, distinguished principally by the level
of expenses, surrender charges, and eligible fund options. The three
contracts and their respective eligible fund options are as follows:
Keyport Advisor Variable Annuity Keyport Advisor Vista Variable Annuity
Alger American Fund: AIM:
Alger American Growth Portfolio AIM Capital Appreciation Fund
Alger American Small AIM Growth Fund
Capitalization Portfolio AIM International Equity Fund
MFS Variable Insurance Trust: MFS Variable Insurance Trust:
MFS Emerging Growth Series MFS Emerging Growth Series
MFS Research Series MFS Research Series
MFS Bond Series
SteinRoe Variable Investment SteinRoe Variable Investment
Trust (SRVIT): Trust (SRVIT):
SteinRoe Money Market Fund SteinRoe Money Market Fund
SteinRoe Special Venture Fund SteinRoe Special Venture Fund
SteinRoe Balanced Fund SteinRoe Balanced Fund
SteinRoe Mortgaged Securities SteinRoe Growth Stock Fund
Fund
SteinRoe Growth Stock Fund
Liberty Variable Investment Liberty Variable Investment
Trust (LVIT): Trust (LVIT):
Colonial Growth and Income Fund Colonial Growth and Income Fund
SteinRoe Global Utilities Fund SteinRoe Global Utilities Fund
Colonial International Fund Colonial Strategic Income Fund
for Growth
Colonial Strategic Income Fund Colonial U.S. Stock Fund
Colonial U.S. Stock Fund Liberty All-Star Equity Fund
Newport Tiger Fund Colonial Small Cap Value Fund
Liberty All-Star Equity Fund Colonial High Yield Securities Fund
<PAGE>
KEYPORT LIFE INSURANCE COMPANY - VARIABLE ACCOUNT A
Notes to Financial Statements (continued)
1. Organization (continued)
Alliance Variable Products Alliance Variable Products
Series Fund, Inc: Series Fund, Inc:
Alliance Global Bond Portfolio Alliance Global Bond Portfolio
Alliance Premier Growth Portfolio Alliance Premier Growth Portfolio
Alliance Growth and Income
Portfolio
Alliance Real Estate Portfolio
Manning & Napier Variable Annuity
Manning & Napier Insurance Fund, SteinRoe Variable Investment
Inc: Trust (SRVIT):
Manning & Napier Small Cap SteinRoe Money Market Fund
Portfolio
Manning & Napier Equity Portfolio
Manning & Napier Moderate Growth
Portfolio
Manning & Napier Growth Portfolio
Manning & Napier Maximum Horizon
Portfolio
Manning & Napier Bond Portfolio
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.
<PAGE>
KEYPORT LIFE INSURANCE COMPANY - VARIABLE ACCOUNT A
Notes to Financial Statements (continued)
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. Certain prior year
amounts have been reclassified to conform to the current year's
presentation.
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 1998 but not transferred to
the Company until January 1999.
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.
<PAGE>
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.
Keyport Advisor Vista Variable Annuity
There are no deductions made from purchase payments for sales charges at
the time of purchase. There are also no contingent deferred sales charges
or distribution charges. Daily deductions are made from each sub-account
for administrative charges incurred by the Company at an effective annual
rate of 0.15% of contract value. A daily deduction is also made from each
sub-account for assumption of mortality and expense risk at an effective
annual rate of 1.25% of contract value.
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.
<PAGE>
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, 1998 and 1997 and
the accumulation units and dollar value outstanding at December 31, 1998
are as follows:
1997 1998
UNIT UNIT
VALUE VALUE UNITS DOLLARS
AIM Capital Appreciation-6B
Keyport Advisor $ - $11.091130 861.4364 $ 9,554
AIM Growth-6E
Keyport Advisor - 11.815758 17,096.6941 202,010
AIM International Equity-6F
Keyport Advisor - 9.997160 32,522.8614 325,136
Alger American Growth Portfolio
Keyport Advisor 12.277190 17.928398 1,103,432.8049 19,782,782
Employee 12.187513 17.983223 1,914.4441 34,428
Alger American Small Capitalization
Portfolio
Keyport Advisor 11.133567 12.685024 650,319.3977 8,249,317
Employee 11.771178 13.551674 432.3430 5,859
Alliance Global Bond Portfolio
Keyport Advisor 9.811315 11.041874 915,526.8212 10,109,132
Employee - 11.181656 383.4832 4,288
Alliance Premier Growth Portfolio
Keyport Advisor 13.462574 19.645990 2,327,577.4645 45,727,564
Employee 12.945664 19.088868 2,958.3078 56,471
Alliance Growth and Income
Keyport Advisor - 10.894009 51,385.6475 559,796
Alliance Real Estate
Keyport Advisor - 9.019247 13,211.8612 119,161
MFS Emerging Growth Series
Keyport Advisor 11.680929 15.454973 1,086,256.0143 16,788,057
Employee 12.487521 16.694809 619.5099 10,343
MFS Bond Series
Keyport Advisor - 10.239799 84,214.6343 862,341
<PAGE>
KEYPORT LIFE INSURANCE COMPANY - VARIABLE ACCOUNT A
Notes to Financial Statements (continued)
5. Unit Values (continued)
1997 1998
UNIT UNIT
VALUE VALUE UNITS DOLLARS
MFS Research Series
Keyport Advisor $11.834080 $14.399988 1,664,674.5376 $ 23,971,293
Employee 11.567760 14.223009 3,123.5295 44,426
Manning & Napier Small Cap Portfolio
Keyport Advisor 12.088643 10.699340 243.1847 2,602
Manning & Napier Growth Portfolio
Keyport Advisor - 12.379316 36,883.8781 456,597
Manning & Napier Equity Portfolio
Keyport Advisor 12.774188 13.198760 37.8007 3,139
SteinRoe Money Market Fund
Keyport Advisor 13.780309 14.283805 1,742,448.8501 24,888,800
Employee 12.034296 12.604414 6,213.5562 78,318
SteinRoe Special Venture Fund
Keyport Advisor 31.085014 25.351276 223,806.7602 5,673,787
Employee 18.887039 15.564461 391.6231 6,095
SteinRoe Balanced Fund
Keyport Advisor 24.497018 27.188237 1,446,829.6572 39,336,748
Employee 16.476867 18.478127 807.1616 14,915
SteinRoe Mortgage Securities Fund
Keyport Advisor 17.874172 18.825527 1,211,091.8612 22,799,443
Employee 12.883061 13.710621 1,058.3586 14,511
SteinRoe Growth Stock Fund
Keyport Advisor 35.538075 44.828835 546,511.6514 24,499,481
Employee 22.305278 28.430479 3,262.4030 92,752
Colonial Growth and Income Fund
Keyport Advisor 19.353674 21.211314 2,102,020.4011 44,586,615
Employee 20.146127 22.310588 1,194.7965 26,657
SteinRoe Global Utilities Fund
Keyport Advisor 15.358133 17.923199 806,561.9426 14,456,170
Employee - 18.759647 164.3084 3,082
<PAGE>
KEYPORT LIFE INSURANCE COMPANY - VARIABLE ACCOUNT A
Notes to Financial Statements (continued)
5. Unit Values (continued)
1997 1998
UNIT UNIT
VALUE VALUE UNITS DOLLARS
Colonial International Fund for Growth
Keyport Advisor $ 9.659572 $10.761067 2,761,741.6836 $ 29,719,287
Employee 10.293313 11.586890 2,057.0416 23,835
Colonial Strategic Income Fund
Keyport Advisor 13.615795 14.237231 3,092,643.1072 44,030,674
Employee 14.021213 14.814437 636.8757 9,435
Colonial U.S. Stock Fund
Keyport Advisor 20.780533 24.622292 2,060,242.3319 50,727,888
Employee 21.635681 25.903402 1,321.7928 34,239
Colonial High Yield Securities
Keyport Advisor - 9.631230 102,633.1246 988,483
Colonial Small Cap Value Fund
Keyport Advisor - 8.575210 5,370.6959 46,055
Newport Tiger Fund
Keyport Advisor 8.525525 7.866774 521,030.1518 4,098,826
Employee 8.765513 8.172929 4,469.8347 36,532
Liberty All-Star Equity Fund
Keyport Advisor 10.063176 11.777423 1,394,638.6613 16,425,249
Employee 10.075780 11.915401 5,807.4774 69,198
26,038,832.7658 $450,011,371
<PAGE>
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 1998 are shown below:
Purchases Sales
AIM Capital Appreciation - 6B $ 8,997 $ 24
AIM Growth - 6E 192,343 6,147
AIM International Equity - 6F 312,571 1,709
Alger American Growth Portfolio 17,182,815 941,072
Alger American Small Capitalization
Portfolio 6,829,586 451,269
Alliance Global Bond Portfolio 9,182,811 543,827
Alliance Premier Growth Portfolio 42,254,206 2,302,476
Alliance Growth and Income 528,772 25,596
Alliance Real Estate 121,919 347
MFS Emerging Growth Series 14,777,330 1,411,705
MFS Bond Series 863,244 10,821
MFS Research Series 19,677,337 1,642,172
Manning & Napier Small Cap Portfolio 3,009 18
Manning & Napier Growth Portfolio 485,786 1,073
Manning & Napier Equity Portfolio 2,711 23
SteinRoe Money Market Fund 41,383,620 10,152,019
SteinRoe Special Venture Fund 11,879,516 5,284,823
SteinRoe Balanced Fund 66,781,830 17,269,655
SteinRoe Mortgage Securities Fund 29,604,372 4,154,248
SteinRoe Growth Stock Fund 41,670,295 17,341,072
Colonial Growth and Income Fund 50,228,069 2,430,114
<PAGE>
KEYPORT LIFE INSURANCE COMPANY - VARIABLE ACCOUNT A
Notes to Financial Statements (continued)
6. Purchases and Sales of Securities (continued)
Purchases Sales
SteinRoe Global Utilities Fund $ 15,439,356 $ 817,592
Colonial International Fund for Growth 30,809,137 598,224
Colonial Strategic Income Fund 51,823,162 1,328,497
Colonial U.S. Stock Fund 56,526,340 2,993,719
Colonial High Yield Securities 1,013,502 33,691
Colonial Small Cap Value Fund 47,532 5,635
Newport Tiger Fund 6,191,798 474,299
Liberty All-Star Equity Fund 15,682,517 1,542,053
$ 531,504,483 $ 71,763,920
<PAGE>
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. Many of these systems
are not presently Year 2000 compliant. These systems use programs that were
designed and developed without considering the impact of the upcoming
change in the century. Any of the Company's computer programs that have
time-sensitive software may recognize a date using "00" as the year 1900
rather than the year 2000. The Company's business, financial condition and
results of operations could be materially and adversely affected by the
failure of the Company's systems and applications (and those operated by
third parties interfacing with the Company's systems and applications) to
properly operate or manage these dates.
In addressing the Year 2000 issue, the Company has completed an inventory
of its computer programs and assessed its Year 2000 readiness. The
Company's computer programs include internally developed programs, third-
party purchased programs and third-party custom developed programs. For
programs which were identified as not being Year 2000 ready, the Company
has implemented a remedial plan which includes repairing or replacing the
programs and appropriate testing for Year 2000. The remediation plan is
substantially complete and is currently in the final testing phase. The
Company also identified its non-information technology systems with respect
to Year 2000 issues. The Company initiated remediation efforts in this
area and expects to complete this phase during 1999.
<PAGE>
KEYPORT LIFE INSURANCE COMPANY - VARIABLE ACCOUNT A
Notes to Financial Statements (continued)
8. Year 2000 (Unaudited) (continued)
In addition, the Company has initiated communication with significant
financial institutions, distributors, suppliers and others with which it
does business to determine the extent to which the Company's systems are
vulnerable by the failure of others to remediate their own Year 2000
issues. The Company has received feedback from such parties and is in the
process of independently confirming information received from other parties
with respect to their year 2000 issues. The Company is developing, and will
continue to develop, contingency plans for dealing with any adverse effects
that become likely in the event the Company's remediation plans are not
successful or third parties fail to remediate their own Year 2000 issues.
The Company expects contingency planning to be substantially complete by
June 1999. If necessary 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
issues could have a material impact on the financial condition and results
of operations of the Company. However, 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.
<PAGE>
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, 1998 and 1997, and the related consolidated
statements of income, stockholder's equity, and cash flows for each of the
three years in the period ended December 31, 1998. Our audits also included
the financial statement schedules listed in the Index at Item 14(a). These
financial statements and schedules are the responsibility of the Company's
management. Our responsibility is to express an opinion on these financial
statements based on our audits.
We conducted our audits in accordance with 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 consolidated financial statements referred to above
present fairly, in all material respects, the consolidated financial
position of Keyport Life Insurance Company at December 31, 1998 and 1997,
and the consolidated results of its operations and its cash flows for each
of the three years in the period ended December 31, 1998, in conformity
with generally accepted accounting principles. Also, in our opinion, the
related financial statement schedules, when considered in relation to the
basic financial statements taken as a whole, present fairly in all material
respects the information set forth therein.
/s/Ernst & Young LLP
Boston, Massachusetts
January 28, 1999
<PAGE>
KEYPORT LIFE INSURANCE COMPANY
CONSOLIDATED BALANCE SHEET
(in thousands)
December 31,
ASSETS 1998 1997
Cash and investments:
Fixed maturities available for sale
sale (amortized cost: 1998 -
$11,174,697; 1997 - $10,981,618) $11,277,204 $11,246,539
Equity securities (cost: 1998 -
$21,836; 1997 - $21,950) 24,649 40,856
Mortgage loans 55,117 60,662
Policy loans 578,770 554,681
Other invested assets 662,513 440,773
Cash and cash equivalents 719,625 1,162,347
Total cash and investments 13,317,878 13,505,858
Accrued investment income 160,950 165,035
Deferred policy acquisition costs 340,957 232,039
Value of insurance in force 66,636 53,298
Income taxes recoverable 31,909 22,537
Intangible assets 18,082 18,058
Receivable for investments sold 37,936 1,398
Other assets 35,345 14,777
Separate account assets 1,765,538 1,329,189
Total assets $15,775,231 $15,342,189
LIABILITIES AND STOCKHOLDER'S EQUITY
Liabilities:
Policy liabilities $12,504,081 $12,086,076
Deferred income taxes 143,596 133,003
Payable for investments purchased
and loaned 240,440 722,116
Other liabilities 28,312 34,015
Separate account liabilities 1,723,205 1,263,958
Total liabilities 14,639,634 14,239,168
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
Retained earnings 600,396 511,796
Accumulated other comprehensive income 26,253 82,277
Total stockholder's equity 1,135,597 1,103,021
Total liabilities and
stockholder's equity $15,775,231 $15,342,189
See accompanying notes.
<PAGE>
KEYPORT LIFE INSURANCE COMPANY
CONSOLIDATED INCOME STATEMENT
(in thousands)
Year ended December 31,
1998 1997 1996
Revenues:
Net investment income $ 815,226 $ 847,048 $ 790,365
Interest credited to
policyholders (562,238) (594,084) (572,719)
Investment spread 252,988 252,964 217,646
Net realized investment
gains 785 24,723 5,509
Fee income:
Surrender charges 17,487 15,968 14,934
Separate account fees 20,589 17,124 15,987
Management fees 4,760 3,261 2,613
Total fee income 42,836 36,353 33,534
Expenses:
Policy benefits (2,880) (3,924) (3,477)
Operating expenses (53,544) (49,941) (43,815)
Amortization of deferred
policy acquisition costs (69,172) (75,906) (60,225)
Amortization of value of
insurance in force (8,238) (10,490) (10,196)
Amortization of intangible
Assets (1,256) (1,128) (1,130)
Total expenses (135,090) (141,389) (118,843)
Income before income taxes 161,519 172,651 137,846
Income taxes (52,919) (59,090) (47,222)
Net income $ 108,600 $ 113,561 $ 90,624
See accompanying notes.
<PAGE>
KEYPORT LIFE INSURANCE COMPANY
CONSOLIDATED STATEMENT OF STOCKHOLDER'S EQUITY
(in thousands)
Accumulated
Additional Other
Common Paid-in Retained Comprehensive
Stock Capital Earnings Income Total
Balance,
January 1, 1996 $3,015 $505,933 $307,611 $ 85,772 $ 902,331
Comprehensive income
Net income 90,624 - 90,624
Other comprehensive
income, net of tax
Net unrealized
investment losses - (12,173) (12,173)
Comprehensive income 78,451
Balance,
December 31, 1996 3,015 505,933 398,235 73,599 980,782
Comprehensive income
Net income 113,561 - 113,561
Other comprehensive
income, net of tax
Net unrealized
investment gains 8,678 8,678
Comprehensive income 122,239
Balance,
December 31, 1997 3,015 505,933 511,796 82,277 1,103,021
Comprehensive income
Net income 108,600 - 108,600
Other comprehensive
income, net of tax
Net unrealized
investment losses - (56,024) (56,024)
Comprehensive income 52,576
Dividends paid (20,000) - (20,000)
Balance,
December 31, 1998 $3,015 $505,933 $600,396 $ 26,253 $1,135,597
See accompanying notes.
<PAGE>
KEYPORT LIFE INSURANCE COMPANY
CONSOLIDATED STATEMENT OF CASH FLOWS
(in thousands)
Year ended December 31
1998 1997 1996
Cash flows from operating
activities:
Net income $ 108,600 $ 113,561 $ 90,624
Adjustments to reconcile
net income to net cash
provided by operating
activities:
Interest credited to
policyholders 562,238 594,084 572,719
Net realized investment
gains (785) (24,723) (5,509)
Amortization of value of
insurance in force and
intangible assets 9,494 11,618 11,326
Net amortization on
investments 75,418 29,862 (29,088)
Change in deferred policy
acquisition costs (33,687) (10,252) (24,403)
Change in current and
deferred income taxes 1,112 71,919 7,263
Net change in other assets
and liabilities (53,786) 7,959 (41,012)
Net cash provided by
operating activities 668,604 794,028 581,920
Cash flows from investing
activities:
Investments purchased -
available for sale (6,789,048) (4,548,374) (4,365,399)
Investments sold -
available for sale 5,405,955 2,563,465 1,714,023
Investments matured -
available for sale 1,273,478 1,531,693 1,387,664
Increase in policy loans (24,089) (21,888) (34,467)
Decrease in mortgage loans 5,545 6,343 7,500
Other invested assets sold
(purchased), net 21,395 (48,921) (130,087)
Purchases of property and
Equipment, net (4,953) (6,213) (1,622)
Value of business acquired,
net of cash (3,999) - (30,865)
Net cash used in
investing activities (115,716) (523,895) (1,453,253)
Cash flows from financing
activities:
Withdrawals from policyholder
accounts (1,690,035) (1,320,837) (1,154,087)
Deposits to policyholder
accounts 1,224,991 950,472 2,134,504
Dividends paid (20,000) - -
Securities lending (510,566) 495,194 (119,083)
Net cash (used in) provided
by financing activities (995,610) 124,829 861,334
Change in cash and
cash equivalents (442,722) 394,962 (9,999)
Cash and cash equivalents
at beginning of year 1,162,347 767,385 777,384
Cash and cash equivalents at
end of year $ 719,625 $ 1,162,347 $ 767,385
See accompanying notes.
<PAGE>
KEYPORT LIFE INSURANCE COMPANY
Notes to Consolidated Financial Statements
December 31, 1998
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 savings market. These annuity products are sold through a wide
ranging network of banks, agents, and security dealers throughout the
United States.
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"), Keyport Benefit Life Insurance Company
("Keyport Benefit"), Liberty Advisory Services Corp., 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 accumulated other
comprehensive income. 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,
net of adjustments for amortization of deferred policy acquisition costs
and value of insurance in force.
<PAGE>
KEYPORT LIFE INSURANCE COMPANY
Notes to Consolidated Financial Statements (continued)
1. Accounting Policies (continued)
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 $126.8 million and $117.3 million at December 31, 1998
and 1997, respectively.
Derivatives
The Company uses interest rate swap and cap agreements to manage its
interest rate risk and call options and futures 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.
<PAGE>
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, net
of tax, included in accumulated other comprehensive income.
Premiums paid on call options are amortized into 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. Futures contracts are carried at fair value and
require daily cash settlement. Changes in the fair value of futures that
qualify as hedges are deferred and recognized as an adjustment to the
hedged asset or liability. Futures that do not qualify as hedges are
carried at fair value; changes in value are immediately recognized in
income.
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.
<PAGE>
KEYPORT LIFE INSURANCE COMPANY
Notes to Consolidated Financial Statements (continued)
1. Accounting Policies (continued)
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
accumulated other comprehensive income. Deferred policy acquisition costs
were decreased by $56.0 million and $126.9 million at December 31, 1998 and
1997, respectively, relating to this adjustment.
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 10 years for
annuities and 25 years for life insurance. Interest is accrued on the
unamortized balance at the contract rate of 5.25%, 5.34% and 5.30% for the
years ended December 31, 1998, 1997 and 1996, 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 accumulated other
comprehensive income. Value of insurance in force was decreased by $10.3
million and $31.8 million at December 31, 1998 and 1997, respectively,
relating to this adjustment.
Estimated net amortization expense of the value of insurance in force as of
December 31, 1998 is as follows (in thousands): 1999 - $11,013; 2000 -
$10,043; 2001 - $8,823; 2002 - $7,803; 2003 - $6,975 and thereafter -
$32,252.
Intangible Assets
Intangible assets consist of goodwill arising from business combinations
accounted for as a purchase. Amortization is provided on a straight-line
basis ranging from ten to twenty-five years.
<PAGE>
KEYPORT LIFE INSURANCE COMPANY
Notes to Consolidated Financial Statements (continued)
1. Accounting Policies (continued)
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, 1998 and 1997, the Company also classified $42.3 million
and $65.2 million, respectively, of fixed maturities and investments in
certain mutual funds sponsored by affiliates of the Company as separate
account assets.
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 Statement of Financial Accounting Standards ("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. Keyport Benefit may also join
with Keyport in a consolidated income tax 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.
<PAGE>
KEYPORT LIFE INSURANCE COMPANY
Notes to Consolidated Financial Statements (continued)
1. Accounting Policies (continued)
Recent Accounting Changes
As of January 1, 1998, the Company adopted SFAS No. 130 "Reporting
Comprehensive Income" ("SFAS 130"). SFAS 130 establishes new rules for the
reporting and display of comprehensive income and its components; however,
the adoption of SFAS 130 had no impact on the Company's net income or
stockholder's equity. SFAS 130 requires unrealized gains or losses on the
Company's available-for-sale securities, which prior to adoption were
reported separately in stockholder's equity, to be included in accumulated
other comprehensive income. Prior year financial statements have been
reclassified to conform to the requirements of SFAS 130.
Effective January 1, 1998, the Company adopted SFAS No. 131, "Disclosures
about Segments of an Enterprise and Related Information" ("SFAS 131").
SFAS 131 establishes standards for the reporting of financial information
from operating segments in annual and interim financial statements. SFAS
131 requires that financial information be reported on the basis that it is
reported internally for evaluating segment performance and deciding how to
allocate resources to segments. The adoption of SFAS 131 did not have any
effect on the Company's financial statements as management of the Company
considers its operations to be one segment.
Recent Accounting Pronouncement
In June 1998, SFAS No. 133 "Accounting for Derivative Instruments and
Hedging Activities" ("SFAS 133") was issued. SFAS 133 standardizes the
accounting for derivative instruments and the derivative portion of certain
other contracts that have similar characteristics by requiring that an
entity recognize those instruments at fair value. This statement also
requires a new method of accounting for hedging transactions, prescribes
the type of items and transactions that may be hedged, and specifies
detailed criteria to be met to qualify for hedge accounting. This statement
is effective for fiscal years beginning after June 15, 1999. Earlier
adoption is permitted. Upon adoption, the Company will be required to
record a cumulative effect adjustment to reflect this accounting change.
The Company has not completed its analysis and evaluation of the
requirements and the impact of this statement.
<PAGE>
KEYPORT LIFE INSURANCE COMPANY
Notes to Consolidated Financial Statements (continued)
2. Acquisitions
On January 2, 1998, the Company acquired the common stock of American
Benefit Life Insurance Company, renamed Keyport Benefit Life Insurance
Company on March 31, 1998, a New York insurance company, for $7.4 million.
The acquisition was accounted for as a purchase and, accordingly, operating
results are included in the consolidated financial statements from the date
of acquisition. In connection with the acquisition, the Company acquired
assets with a fair value of $9.4 million and assumed liabilities of $3.2
million. Subsequent to the acquisition, the Company made a capital
contribution to Keyport Benefit in the amount of $7.5 million.
In August 1996, the Company 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.
<PAGE>
KEYPORT LIFE INSURANCE COMPANY
Notes to Consolidated Financial Statements (continued)
3. Investments
Fixed Maturities
As of December 31, 1998 and 1997, 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, 1998 Cost Gains Losses Fair Value
U.S. Treasury
securities $ 90,818 $ 3,039 $ (192) $ 93,665
Mortgage backed
securities of U.S.
government
corporations and
agencies 940,075 28,404 (2,894) 965,585
Debt securities
issued by foreign
governments 251,088 9,422 (16,224) 244,286
Corporate securities 5,396,278 185,132 (156,327) 5,425,083
Other mortgage
backed securities 2,286,585 65,158 (19,546) 2,332,197
Asset backed securities 1,941,966 25,955 (16,521) 1,951,400
Senior secured loans 267,887 1,079 (3,978) 264,988
Total fixed
maturities $11,174,697 $ 318,189 $ (215,682) $11,277,204
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
<PAGE>
KEYPORT LIFE INSURANCE COMPANY
Notes to Consolidated Financial Statements (continued)
3. Investments (continued)
At December 31, 1998 and 1997, gross unrealized gains on equity securities,
interest rate cap agreements and investments in separate accounts
aggregated $7.8 million and $27.4 million, and gross unrealized losses
aggregated $3.6 million and $6.9 million, respectively.
Net unrealized investment gains (losses) on securities included in other
comprehensive income in 1998, 1997 and 1996 include: gross unrealized gains
(losses) on securities of $(182.2) million, $73.7 million and $(64.4)
million, respectively; reclassification adjustments for realized investment
(gains) losses in net income of $3.5 million, $(31.2) million and $(7.2)
million, respectively; and adjustments to deferred policy acquisition costs
and value of insurance in force of $92.5 million, $(29.1) million and $54.2
million, respectively. The above amounts are shown before income tax
expense (benefit) of $(30.2) million, $4.7 million and $(5.2) million,
respectively.
Deferred tax liabilities for the Company's net unrealized investment gains
and losses, net of adjustment to deferred policy acquisition costs and
value of insurance in force, were $14.1 million and $44.3 million at
December 31, 1998 and 1997, 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, 1998.
At December 31, 1998, the Company did not have a material concentration of
financial instruments in a single investee, industry or geographic
location.
At December 31, 1998, $1.1 billion of fixed maturities were below
investment grade.
Contractual Maturities
The amortized cost and fair value of fixed maturities by contractual
maturity as of December 31, 1998 are as follows (in thousands):
Amortized Fair
December 31, 1998 Cost Value
Due in one year or less $ 334,901 $ 335,179
Due after one year through five years 2,998,421 3,005,087
Due after five years through ten years 1,638,535 1,656,238
Due after ten years 1,034,214 1,031,518
6,006,071 6,028,022
Mortgage and asset backed securities 5,168,626 5,249,182
$11,174,697 $11,277,204
Actual maturities may differ because borrowers may have the right to call
or prepay obligations.
<PAGE>
KEYPORT LIFE INSURANCE COMPANY
Notes to Consolidated Financial Statements (continued)
3. Investments (continued)
Net Investment Income
Net investment income is summarized as follows (in thousands):
Year Ended December 31, 1998 1997 1996
Fixed maturities $ 810,521 $ 811,688 $ 737,372
Mortgage loans and other
invested assets 18,238 27,833 11,422
Policy loans 33,251 32,224 30,188
Equity securities 4,369 5,443 4,494
Cash and cash equivalents 38,269 34,449 36,138
Gross investment income 904,648 911,637 819,614
Investment expenses (17,342) (15,311) (12,708)
Amortization of options and
interest rate caps (72,080) (49,278) (16,541)
Net investment income $ 815,226 $ 847,048 $ 790,365
As of December 31, 1998, the carrying value of fixed maturity investments
that was non-income producing was $30.0 million.
Net Realized Investment Gains (Losses)
Net realized investment gains (losses) are summarized as follows (in
thousands):
Year Ended December 31, 1998 1997 1996
Fixed maturities available for sale:
Gross gains $ 72,119 $ 42,464 $ 24,304
Gross losses (59,730) (19,146) (17,814)
Other than temporary declines in value (28,322) - -
Equity securities 14,754 (51) 1,492
Investments in separate accounts 93 7,912 (576)
Interest rate caps (2,397) - -
Other - - (208)
Gross realized investment (losses) gains (3,483) 31,179 7,198
Amortization adjustments of deferred
policy acquisition costs and value
of insurance inforce 4,268 (6,456) (1,689)
Net realized investment gains $ 785 $ 24,723 $ 5,509
<PAGE>
KEYPORT LIFE INSURANCE COMPANY
Notes to Consolidated Financial Statements (continued)
3. Investments (continued)
Proceeds from sales of fixed maturities available for sale were $5.4
billion, $2.6 billion and $1.7 billion, for the years ended December 31,
1998, 1997 and 1996, respectively.
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 1998 1997 1998 1998 1997 1997
Interest
rate swaps $2,369,000 $2,575,000 $(71,163) $(71,163) $(42,123) $(42,123)
Interest
rate cap
agreements 250,000 250,000 - - 102 102
S&P 500
Index call
Options - - 535,628 607,022 323,343 345,294
S&P 500 Index
Futures - - (604) (604) 752 752
The interest rate swap agreements expire in 1999 through 2005. The interest
rate cap agreements expire in 1999 through 2000. The call options' and
futures' maturities range from 1999 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 and futures contracts are used
for purposes of hedging the Company's equity-indexed products. At December
31, 1998 and 1997, the Company had approximately $156.4 million and $155.0
million, respectively, of unamortized premium in call option contracts.
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 and futures contracts
are based on quoted market prices.
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. Futures
contracts trade on organized exchanges and, therefore, have minimal credit
risk.
<PAGE>
KEYPORT LIFE INSURANCE COMPANY
Notes to Consolidated Financial Statements (continued)
5. Income Taxes
Income tax expense (benefit) is summarized as follows (in thousands):
Year Ended December 31,
1998 1997 1996
Current $ 12,150 $ (48,477) $ 52,369
Deferred 40,769 107,567 (5,147)
$ 52,919 $ 59,090 $ 47,222
A reconciliation of income tax expense with the expected federal income tax
expense computed at the applicable federal income tax rate of 35% is as
follows (in thousands):
Year Ended December 31,
1998 1997 1996
Expected income tax expense $ 56,532 $ 60,427 $ 48,246
Increase (decrease) in income
taxes resulting from:
Nontaxable investment income (2,152) (1,416) (1,216)
Amortization of goodwill 440 396 396
Other, net (1,901) (317) (204)
Income tax expense $ 52,919 $ 59,090 $ 47,222
<PAGE>
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,
1998 1997
Deferred tax assets:
Policy liabilities $ 107,433 $ 124,250
Guaranty fund expense 2,115 2,795
Net operating loss carryforwards 1,780 2,111
Deferred fees 4,379 -
Other 1,318 1,205
Total deferred tax assets 117,025 130,361
Deferred tax liabilities:
Deferred policy acquisition costs (92,533) (56,331)
Value of insurance in force and
intangible assets (23,322) (18,022)
Excess of book over tax basis of
Investments (135,364) (178,697)
Separate account asset (478) (645)
Deferred loss on interest rate swaps (805) (1,792)
Other (8,119) (7,877)
Total deferred tax liabilities (260,621) (263,364)
Net deferred tax liability $ (143,596) $ (133,003)
As of December 31, 1998, the Company had approximately $5.1 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 paid were $21.5 million in 1998 and $46.9 million in 1996,
while income taxes refunded were $8.0 million in 1997.
<PAGE>
KEYPORT LIFE INSURANCE COMPANY
Notes to Consolidated Financial Statements (continued)
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. 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.
Plan assets consist principally of investments in certain mutual funds
sponsored by an affiliated company.
The following table sets forth the Plans' funded status (in thousands).
December 31,
1998 1997
Change in benefit obligation
Benefit obligation at beginning of year $ 12,594 $ 10,559
Service cost 921 804
Interest cost 960 829
Actuarial loss 1,101 606
Benefits paid (294) (204)
Benefit obligation at end of year 15,282 12,594
Change in plan assets
Fair value of plan assets at beginning of year 7,801 6,399
Actual return on plan assets 593 901
Employer contribution 290 705
Benefits paid (294) (204)
Fair value of plan assets as end of year 8,390 7,801
Projected benefit obligation in excess of the
Plans' assets 6,892 4,793
Unrecognized net actuarial loss (2,814) (1,727)
Prior service cost not yet recognized in net
periodic pension cost (138) (160)
Accrued pension cost $ 3,940 $ 2,906
<PAGE>
KEYPORT LIFE INSURANCE COMPANY
Notes to Consolidated Financial Statements (continued)
6. Retirement Plans (continued)
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,
1998 1997 1996
Pension cost includes the
following components:
Service cost benefits earned
during the period $ 921 $ 804 $ 717
Interest cost on projected
benefit obligation 960 829 725
Expected return on Plan assets (610) (525) (468)
Net amortization and deferred
amounts 53 23 93
Total net periodic pension cost $ 1,324 $ 1,131 $ 1,067
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:
Discount rate 6.75% 7.25% 7.50%
Rate of increase in compensation level 4.75% 5.00% 5.25%
Expected long-term rate of return on assets 9.00% 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, 1998, 1997 and 1996,
expenses related to these defined contribution plans totaled (in thousands)
$853, $702 and $590, respectively.
7. Fair Value of Financial Instruments
The following discussion outlines the methodologies and assumptions used to
determine the estimated 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 estimated fair value of financial instruments:
<PAGE>
KEYPORT LIFE INSURANCE COMPANY
Notes to Consolidated Financial Statements (continued)
7. Fair Value of Financial Instruments (continued)
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.
The fair values and carrying values of the Company's financial instruments
are as follows (in thousands):
December 31, December 31,
1998 1997
Carrying Fair Carrying Fair
Value Value Value Value
Assets:
Fixed maturity
securities $11,277,204 $11,277,204 $11,246,539 $11,246,539
Equity securities 24,649 24,649 40,856 40,856
Mortgage loans 55,117 56,640 60,662 63,007
Policy loans 578,770 578,770 554,681 554,681
Other invested
Assets 662,513 730,394 440,773 462,724
Cash and cash
Equivalents 719,625 719,625 1,162,347 1,162,347
Liabilities:
Policy liabilities 12,504,081 11,647,558 12,086,076 11,366,534
<PAGE>
KEYPORT LIFE INSURANCE COMPANY
Notes to Consolidated Financial Statements (continued)
8. Quarterly Financial Data (unaudited)
The following is a tabulation of the unaudited quarterly results of
operations (in thousands):
1998 Quarters
March 31 June 30 September 30 December 31
Investment income $ 206,075 $ 200,955 $ 201,158 $ 207,038
Interest credited to
policyholders (142,136) (140,198) (143,271) (136,633)
Investment spread 63,939 60,757 57,887 70,405
Net realized investment
gains (losses) 818 (2,483) 4,112 (1,662)
Fee income 9,877 12,400 10,505 10,054
Pretax income 37,870 36,627 44,344 42,678
Net income 26,049 24,092 29,779 28,680
1997 Quarters
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
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,
1998 1997 1996
Statutory surplus $ 790,935 $ 702,610 $ 567,735
Statutory net income 95,422 107,130 40,237
<PAGE>
KEYPORT LIFE INSURANCE COMPANY
Notes to Consolidated Financial Statements (continued)
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, 1998, 1997
and 1996. 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 $7.1 million for the year ended December 31, 1998 and $7.8 million for
the years ended December 31, 1997 and 1996. In addition, certain
affiliated companies distribute the Company's products and were paid $8.6
million, $7.2 million and $6.4 million by the Company for the years ended
December 31, 1998, 1997, and 1996, respectively.
Keyport had 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 had
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, 1998 and 1997, the amounts outstanding were $39.5 million. In
January 1999, Liberty Mutual retired the mortgage notes with a payment of
$39.7 million for all outstanding principal and interest.
Dividend payments to Liberty Financial from the Company are governed by
insurance laws that 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, 1998, the maximum amount of dividends
(based on statutory surplus and statutory net gains from operations) which
may be paid by Keyport was approximately $59.1 million without such
approval.
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 $4,721,
$3,408 and $3,213 for the years ended December 31, 1998, 1997 and 1996,
respectively. For each of the next five years, and in the aggregate, as of
December 31, 1998, the following are the minimum future rental payments
under noncancelable operating leases having remaining terms in excess of
one year (in thousands):
Year Payments
1999 $ 5,354
2000 5,311
2001 4,487
2002 4,342
2003 4,351
Thereafter 16,752
<PAGE>
KEYPORT LIFE INSURANCE COMPANY
Notes to Consolidated Financial Statements (continued)
11. Commitments and Contingencies (continued)
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 1998, 1997 and 1996, the Company was assessed $3.2 million, $5.9
million, and $10.0 million, respectively. During 1998, 1997 and 1996, the
Company recorded $1.2 million, $1.0 million, and $1.0 million,
respectively, of provisions for state guaranty fund association expense. At
December 31, 1998 and 1997, the reserve for such assessments was $6.0
million and $8.0 million, respectively.
12. Year 2000 (Unaudited)
The Company relies significantly on computer systems and applications in
its operations. Many of these systems are not presently Year 2000
compliant. These systems use programs that were designed and developed
without considering the impact of the upcoming change in the century. Any
of the Company's computer programs that have time-sensitive software may
recognize a date using "00" as the year 1900 rather than the year 2000. The
Company's business, financial condition and results of operations could be
materially and adversely affected by the failure of the Company's systems
and applications (and those operated by third parties interfacing with the
Company's systems and applications) to properly operate or manage these
dates.
In addressing the Year 2000 issue, the Company has completed an inventory
of its computer programs and assessed its Year 2000 readiness. The
Company's computer programs include internally developed programs, third-
party purchased programs and third-party custom developed programs. For
programs which were identified as not being Year 2000 ready, the Company
has implemented a remedial plan which includes repairing or replacing the
programs and appropriate testing for Year 2000. The remediation plan is
substantially complete and is currently in the final testing phase. The
Company also identified its non-information technology systems with respect
to Year 2000 issues. The Company initiated remediation efforts in this area
and expects to complete this phase during 1999.
In addition, the Company has initiated communication with significant
financial institutions, distributors, suppliers and others with which it
does business to determine the extent to which the Company's systems are
vulnerable by the failure of others to remediate their own Year 2000
issues. The Company has received feedback from such parties and is in the
process of independently confirming information received from other parties
with respect to their year 2000 issues.
<PAGE>
KEYPORT LIFE INSURANCE COMPANY
Notes to Consolidated Financial Statements (continued)
12. Year 2000 (Unaudited) (continued)
The Company is developing, and will continue to develop, contingency plans
for dealing with any adverse effects that become likely in the event the
Company's remediation plans are not successful or third parties fail to
remediate their own Year 2000 issues. The Company expects contingency
planning to be substantially complete by June 1999. If necessary
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 issues could have a material
impact on the financial condition and results of operations of the Company.
However, 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.
<PAGE>
PART C
<PAGE>
Item 24. Financial Statements and Exhibits
(a) Financial Statements:
Included in Part B:
Variable Account A:
Statement of Assets and Liabilities - December 31, 1998
Statement of Operations and Changes in Net Assets for the years
ended December 31, 1998 and 1997
Notes to Financial Statements
Keyport Life Insurance Company:
Consolidated Balance Sheet - December 31, 1998 and 1997
Consolidated Income Statement for the years ended December 31,
1998, 1997 and 1996
Consolidated Statement of Stockholder's Equity for the years
ended December 31, 1998, 1997 and 1996
Consolidated Statement of Cash Flows for the years ended
December 31, 1998, 1997 and 1996
Notes to Consolidated 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, on Behalf of
Itself and its Separate Accounts, and Keyport Financial
Services Corp.
# (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 Participation Agreement By and Among
SteinRoe Variable Investment Trust, Keyport Financial
Services Corp., Keyport Life Insurance Company and Liberty
Life Assurance Company of Boston
+ (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.
### Incorporated by reference to Post-Effective Amendment No. 10 to the
Registration Statement (File No. 333-1043) filed on or about April
24, 1998.
#### Incorporated by reference to Post-Effective Amendment No. 12 to the
Registration Statement (File No. 333-1043) filed on or about May
8, 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
Paul H. LeFevre, Jr. Acting President and 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
Ellen L. Wike Vice President
Daniel T. H. Yin Vice President
Nancy C. Atherton Assistant Vice President
John G. Bonvouloir Assistant Vice President &
Assistant Treasurer
Judith A. Brookins Assistant Vice President
Paul R. Coady Assistant Vice President
Stephen Cross Assistant Vice President and
Assistant Controller
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
Teresa M. Shumila Assistant Vice President
Daniel T. Smyth Assistant Vice President
Donald A. Truman Assistant Vice President and
Assistant Secretary
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 March 31, 1999, there were 5,276 Qualified Contract Owners and
8,646 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
Jacob M. Herschler Director
Paul T. Holman Director and Assistant Clerk
James J. Klopper Director, President and Clerk
Daniel C. Bryant Vice President
Rogelio P. Japlit Treasurer
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.
<PAGE>
SIGNATURES
<PAGE>
SIGNATURES
As required by the Securities Act of 1933 and the Investment Company Act of
1940, the Registrant certifies that it meets all of the requirements for
effectiveness of this Registration Statement pursuant to Rule 485(b) under
the Securities Act of 1933 and has duly caused this Registration Statement
to be signed on its behalf, in the City of Boston and State of
Massachusetts, on this 28th day of April, 1999.
Variable Account A
(Registrant)
BY: Keyport Life Insurance Company
(Depositor)
BY: /s/ Paul H. LeFevre, Jr.
Paul H. LeFevre, Jr.
Acting President
<PAGE>
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/ Paul H. LeFevre, Jr. 4/28/99
Kenneth R. Leibler Paul H. LeFevre, Jr. Date
Director and Chairman of the Board Acting President
(Principal Executive Officer)
/s/ Frederick Lippitt * /s/ Bernhard M. Koch*
Frederick Lippitt Bernhard M. Koch
Director Senior Vice President
(Chief Financial Officer)
/s/ Robert C. Nyman*
Robert C. Nyman
Director
*BY: /s/ James J. Klopper April 28, 1999
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
incorporated by reference to Post-Effective Amendment No. 10 to the
Registration Statement (File Nos. 333-1043; 811-7543) filed on or about
April 24, 1998.
<PAGE>
EXHIBIT INDEX
Item Page
(10) Consent of Independent Auditors
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
January 28, 1999, with respect to the consolidated financial statements of
Keyport Life Insurance Company, and March 12, 1999, with respect to the
financial statements of Keyport Life Insurance Company-Variable Account A,
included in this Post-Effective Amendment No. 19 to the Registration
Statement (Form N-4, Nos. 333-1043 and 811-7543).
/s/ERNST & YOUNG LLP
Boston, Massachusetts
April 26, 1999
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<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-END> DEC-31-1998
<INVESTMENTS-AT-COST> 479,932,230
<INVESTMENTS-AT-VALUE> 543,024,929
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